IPO, Then What?

The Foley Hoag IPO, Then What? blog focuses on the issues facing companies going public, but recognizes that the IPO is the start and not the end of the story. We know that the issues facing public companies change rapidly and we cover the topics that we know are on the minds of management, board members and in-house counsel.

Latest from IPO, Then What?

In apparent recognition of the popularity of “testing the waters” by Emerging Growth Companies (EGCs) before proceeding with an IPO, the Securities and Exchange Commission recently voted to propose an expansion of this accommodation to all companies.[1]  Currently, EGCs and any person authorized to act on behalf of an EGC may engage in oral or written communications with potential investors that are qualified institutional buyers or institutional accredited investors to determine whether these…
Some regulators and investors are expressing concerns about abuse of Rule 10b5-1 plans.  Last July, Representative Maxine Waters introduced the “Promoting Transparency Standards for Corporate Insiders Act,” which would require the SEC to study whether Rule 10b5-1 should be amended to restricted multiple plans, require a waiting period before making trades under a plan, and limit how often plans can be modified or canceled.  In December, the Council of Institutional Investors cited this…
Proving that where there’s a will, there’s a way, the U.S. capital markets continue to push forward as the political stalemate at the heart of the federal government shutdown continues.  A temporary solution to the shutdown appears to be at hand but in the spirit of “then what?” we want to keep you up to date.  Acknowledging the obstacles created by its inability to review registration statements and declare them effective during the course of…
The SEC’s Division of Corporation Finance has posted helpful FAQs about the impact of the government shutdown on registration statements for public offerings.  During the shutdown, the SEC will not declare registration statements effective, but companies still have several options that may enable them to pursue their offerings. Well-known seasoned issuers can continue to file automatically effective registration statements, and companies with already effective shelf registration statements should be able to complete a takedown unless…
During this ever-lengthening government shutdown, it’s easy to forget that 2018 was a big year for changes to the SEC’s disclosure regime, which companies will need to keep in mind as they prepare their 2019 10-Ks and proxy statements.  In particular, in August, the SEC adopted its Disclosure Updates and Simplification rules, which eliminated some duplicative, outdated and  overlapping disclosure requirements (see our post here), and in June it adopted amendments to the smaller…
During this ever-lengthening government shutdown, it’s easy to forget that 2018 was a big year for changes to the SEC’s disclosure regime, which companies will need to keep in mind as they prepare their 2019 10-Ks and proxy statements.  In particular, in August, the SEC adopted its Disclosure Updates and Simplification rules, which eliminated some duplicative, outdated and  overlapping disclosure requirements (see our post here), and in June it adopted amendments to the smaller…
This past Boxing Day, the SEC delivered another reminder that it remains intensely focused on public companies’ disclosure of non-GAAP financial measures.  In an agreed cease-and-desist order released on December 26, 2018, ADT Inc. (ADT) agreed to pay a $100,000 fine to settle an accusation that it failed to comply with Item 10(e) of Regulation S-K.  Item 10(e) requires, among other things, that any disclosure of a non-GAAP financial measure in an SEC filing must…
This past Boxing Day, the SEC delivered another reminder that it remains intensely focused on public companies’ disclosure of non-GAAP financial measures.  In an agreed cease-and-desist order released on December 26, 2018, ADT Inc. (ADT) agreed to pay a $100,000 fine to settle an accusation that it failed to comply with Item 10(e) of Regulation S-K.  Item 10(e) requires, among other things, that any disclosure of a non-GAAP financial measure in an SEC filing must…
The Securities and Exchange Commission has finally adopted new rules that will require public companies to include in proxy statements for their annual meetings a description of their hedging policies and practices applicable to employees and directors.  These rules were called for by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010  but weren’t proposed until February 2015. The new rules will apply to proxy and information statements with respect to the election…
The Securities and Exchange Commission has finally adopted new rules that will require public companies to include in proxy statements for their annual meetings a description of their hedging policies and practices applicable to employees and directors.  These rules were called for by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010  but weren’t proposed until February 2015. The new rules will apply to proxy and information statements with respect to the election…