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.

Blog Authors

Stacie Aarestad

Latest from IPO, Then What?

IPO, Then What?

GE Agrees to Pay $200 Million Penalty to Settle SEC Enforcement Action for Disclosure Violations

By John Murray

January 20, 2021

Last month, General Electric agreed to pay a $200 million penalty to settle an SEC enforcement action arising from alleged disclosure violations concerning the company’s power and health insurance businesses. According to the SEC’s order, between 2015 and 2017, GE did not disclose that the profits it reported for those segments were largely attributable to changes the company made to its accounting practices in order to mask significant challenges that those business lines were…

IPO, Then What?

Incoming SEC Chairman Likely To Push For More ESG Disclosure

By Matt Miller

January 19, 2021

In a recent post, we examined the growing clash within the SEC over whether to mandate and standardize disclosure by public companies of business impacts and risks associated with Environmental, Social, and Governance (ESG) concerns. Some at the SEC pushed for more standardized, comparable, and reliable disclosure of issuers’ exposure ESG risks. Others, including former Chairman Jay Powell, pushed back, arguing that current disclosure rules, which already require companies to disclose material risks, were…

IPO, Then What?

“Finders” Operating in Massachusetts Should Beware the SEC’s Proposed Relief

By John Hancock

December 31, 2020

The SEC recently proposed to exempt certain finders from federal requirements to register as a broker Massachusetts regulators are opposed to the relief and retain state remedies for unregistered broker activity The SEC recently proposed to grant an exemption to certain “finders” who would otherwise be required to register as brokers under the Securities Exchange Act of 1934. The relief is conditioned on compliance with specific limits on their activities. While the proposal is undoubtedly…

IPO, Then What?

Primary Direct Listings

By Stacie Aarestad

December 31, 2020

What you need to know about this IPO alternative On December 22, 2020, the Securities and Exchange Commission (SEC) approved a NYSE rule that permits an issuer, at the time of an initial listing on the NYSE, to conduct a primary offering as part of a direct listing without conducting a firm commitment underwritten offering. On the same date, Nasdaq submitted a substantially similar rule proposal that would, if approved by the SEC, permit a…

IPO, Then What?

New law aimed at US-listed Chinese companies may impact other public companies with Chinese operations

By John Hancock

December 28, 2020

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Law intended to force China to permit PCAOB inspection of accounting offices located in China Clients of audit firms not adequately inspected may have to document ownership or control by foreign governmental entities Ongoing audit inspection problems may lead to US trading ban On December 18, 2020, the Holding Foreign Companies Accountable Act became law. The new law targets foreign public companies whose financial statements are audited by firms with branches or offices in a…

IPO, Then What?

SEC Brings First Enforcement Action Against Issuer for Disclosures About Financial Effects of COVID-19

By John Murray

December 8, 2020

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On December 4, 2020, the SEC brought its first case charging a public company, The Cheesecake Factory, with making misleading disclosures about the effects of COVID-19 on its business operations and financial condition. The agency has made explicit since January that it is closely focused on this issue, and its settled action against The Cheesecake Factory, which agreed to pay a $125,000 penalty, signals that it will target issuers for failing to provide fulsome disclosure…

IPO, Then What?

Mandating Standard ESG Risk Disclosures – Is The Tide Turning At The SEC?

By Matt Miller

December 4, 2020

Over the past decade, there has been an unprecedented shift in investor focus toward the analysis use of Environmental, Social and Corporate Governance (ESG) risks and impacts in investment decision-making. While the Securities & Exchange Commission has acknowledged this shift, it has to date resisted calls for the adoption of standards governing issuers’ disclosure of ESG risks. Outgoing SEC Commissioner Jay Clayton has repeatedly offered his view that the SEC already requires companies to disclose…

IPO, Then What?

SEC Adopts Amendments to Rule 14a-8 Eligibility Standards for Submission of Shareholder Proposals

By Paul Bork

November 23, 2020

The Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, effective January 4, 2021 increasing the economic interest of the shareholder/proponent for eligibility to submit a shareholder proposal for inclusion in an issuer’s proxy statement for its shareholders’ meetings. A link to the adopting release as published in the Federal Register on November 4, 2020 is available here. These are the first significant amendments to Rule 14a-8 in over 35 years.…

IPO, Then What?

SEC Targets Issuers and Officers for Disclosure Violations Through Data Analytics

By John Hancock

October 14, 2020

Just before the close of its fiscal year, the Securities and Exchange Commission (SEC) brought three noteworthy financial reporting cases against issuers that resulted from the agency’s increasingly sophisticated use of risk-based data analytics to detect disclosure violations. On September 28, 2020, the SEC filed settled actions against two issuers, as well as two officers of one of them, for falsifying their reported earnings per share (EPS). These actions, against Interface Inc., an Atlanta-based carpet…

IPO, Then What?

SEC Amends Whistleblower Rules

By John Murray

September 30, 2020

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On September 23, 2020, the Securities and Exchange Commission (SEC), in a 3-2 vote, approved several significant amendments to, and interpretive guidance on, the rules governing its whistleblower program. Most controversially, the SEC adopted the position that it has discretion to reduce the largest whistleblower awards based upon their size. The amendments, first proposed in 2018, have generated substantial opposition from the plaintiffs’ bar and within the Commission, and the SEC twice postponed the commissioners’…

IPO, Then What?

Blog Authors

GE Agrees to Pay $200 Million Penalty to Settle SEC Enforcement Action for Disclosure Violations

Incoming SEC Chairman Likely To Push For More ESG Disclosure

“Finders” Operating in Massachusetts Should Beware the SEC’s Proposed Relief

Primary Direct Listings

New law aimed at US-listed Chinese companies may impact other public companies with Chinese operations

SEC Brings First Enforcement Action Against Issuer for Disclosures About Financial Effects of COVID-19

Mandating Standard ESG Risk Disclosures – Is The Tide Turning At The SEC?

SEC Adopts Amendments to Rule 14a-8 Eligibility Standards for Submission of Shareholder Proposals

SEC Targets Issuers and Officers for Disclosure Violations Through Data Analytics

SEC Amends Whistleblower Rules

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