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There was a significant increase in the number of completed initial public offerings (“IPOs”) in 2017 compared to 2016 and 2015.  However, the number of completed IPOs was still down compared to 2014, which saw the highest number of completed IPOs post-financial crisis.  Some commentators have attributed the rise in the number of IPOs in 2017 to improving U.S. economic fundamentals and consumer sentiment.  However, the trend since the financial crisis of successful companies remaining…
In late January 2018, MSCI reopened a consultation with the investment community on the treatment of unequal voting structures. Under the MSCI’s proposal, the weights of shares with unequal voting rights in the MSCI Equity Indexes would be adjusted to reflect company level listed voting power in addition to free float. MSCI also released a discussion paper examining the theoretical and practical issues of the application of the “one share, one vote” principle. MSCI’s proposal…
On February 2, 2018, the SEC approved on an accelerated basis the NYSE’s proposal, as modified by Amendment No. 3, to change its listing qualifications to facilitate listings for certain non-IPO offerings.  Section 102.01B of the NYSE Listed Company Manual (“Section 102.01B”) currently recognizes that some companies that have not previously registered their common equity securities under the Exchange Act, but which have sold common equity securities in a private placement, may wish to list…
On December 4, 2017, the SEC approved the NYSE’s proposed amendment to Section 202.06 of the NYSE Listed Company Manual. The proposed amendment limits the issuance of material news by a listed company during the period of time from the official closing time of the NYSE’s trading session until the earlier of the publication of the company’s official closing price or five minutes after the NYSE’s official closing time. The NYSE originally issued the proposed…
On December 4, 2017, the SEC’s Chief Accountant, Wesley Bricker spoke at the 2017 AICPA Conference on Current SEC and PCAOB Developments.  Highlights of Mr. Bricker’s comments include the following: Ongoing Priorities. Bricker identified the following priorities: (1) supporting the successful implementation of the new GAAP standards (i.e., revenue recognition, leases, and current expected credit losses); (2) conducting oversight of the FASB; (3) conducting oversight of the PCAOB; (4) consulting on accounting issues and auditor…
For many years, most successful companies followed a relatively predictable capital-raising path. A lot has changed. The companies that tend to pursue IPOs in recent years are more mature, better capitalized, and often seek to pursue IPOs for different reasons than did their predecessors. In our updated Short Field Guide to IPOs, we detail the path to an IPO, discuss some of the important steps along the way and highlight some of the detours or…
On November 14, 2017, SEC Chief Accountant Wesley R. Bricker gave remarks before the Financial Executives International 36th Annual Current Financial Reporting Issues Conference: Effective Financial Reporting in a Period of Change. Mr. Bricker began his speech by discussing the SEC’s focus on maintaining fair capital markets and the far reaching impact of the SEC’s reporting requirements. Highlights of the speech include the following: New GAAP Standards: Mr. Bricker highlighted new GAAP standards in the…
On October 16, 2017, Clermont Partners released a survey on the reliance of active investors on non-GAAP versus GAAP reporting, intangible assets and non-financial metrics.  Unlike passive investors who invest in index funds, active investors select securities to buy and sell.  Fifty-six active investors, focused on a variety of industries and investment strategies, participated in the 14-question survey.  Highlights of the survey include the following: 74% of the respondents rely on non-GAAP more than GAAP…
With the effectiveness of Regulation Crowdfunding in May 2016 and amended Securities Act Rule 147 and new Securities Act Rule 147A in April 2017, there has been increasing interest in intrastate crowdfunded offerings.  The SEC also recently issued C&DIs on new Rule 147A in April 2017 that clarified that (1) offers and sales made in reliance on new Rule 147A will not be integrated with prior offers and sales of securities, including offers and sales…
On October 17, 2017, the staff (the “Staff”) of the SEC’s Division of Corporation Finance issued two new compliance and disclosure interpretations (“C&DIs”) on the use of non-GAAP financial measures in forecasts for business combination transactions. In the first C&DI, the Staff clarified that financial measures provided to a financial advisor, including financial measures included in forecasts used in connection with a business combination transaction, would be excluded from the definition of non-GAAP financial measures,…