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?

New ISS voting guidelines ramp up expectations for public companies

By John Hancock

November 19, 2019

Last week Institutional Shareholder Services updated its proxy voting guidelines for annual shareholder meetings to be held on or after February 1, 2020. The updates take a major step forward to advocate greater gender diversity on public company boards, express fresh opposition to super-voting shares and evergreen plan provisions, enhance support for independent board chairs, and make other important modifications. Gender diversity: As it signaled last year, ISS is ramping up its expectations for gender…

IPO, Then What?

Let’s talk about gun jumping . . .

By Stacie Aarestad

November 9, 2019

WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome that few, if any, would have predicted from one of the most high profile unicorns to seek capital in the public market. As the company moves forward with new co-CEOs, the abandoned (or delayed) IPO serves as a…

IPO, Then What?

SEC staff updates guidance on shareholder proposals

By John Hancock

October 30, 2019

The SEC’s Division of Corporation Finance recently provided helpful clarity regarding the exclusion of certain shareholder proposals under Rule 14a-8. The guidance, Staff Legal Bulletin No. 14K, relates to the “ordinary business” exception and the proof of ownership requirement of the rule. By way of background, Rule 14a-8 permits shareholders of a public company to submit proposals for a stockholder vote, and the company is generally required to include those proposals unless a specific exception…

IPO, Then What?

Everyone into the Pool!

By Steven Burwell

September 30, 2019

The Securities and Exchange Commission announced recently that it is adopting new Rule 163B to allow all issuers to “Test-the-Waters” with potential investors whom they reasonably believe are Qualified Institutional Buyers (QIBs) and/or Institutional Accredited Investors (IAIs). In 2012, the JOBS Act allowed Emerging Growth Companies (EGCs) to engage in Testing-the-Waters discussions, but companies either too large or too seasoned to qualify as EGCs did not receive this benefit. Rule 163B will afford non-EGCs, or…

IPO, Then What?

I Always Feel Like Somebody’s Watching Me. . .

By Daniel Clevenger

September 10, 2019

Issuers would be well-advised to take note of the SEC’s recently announced $200,000 settlement of an enforcement action brought against Florida-based TherapeuticsMD, Inc., less for the legal issues involved, which present a very straightforward application of Regulation FD, than as a reminder that regulators regularly review analysts’ reports and will not hesitate to investigate and prosecute apparent violations of disclosure rules. The SEC’s enforcement action focused on two occasions during the summer of 2017 on…

IPO, Then What?

Guidance Regarding Implementation of Inline XBRL Rules

By Daniel Clevenger

September 10, 2019

In 2018, the SEC adopted rules requiring the use of Inline eXtensible Business Reporting Language, often referred to as XBRL, for filings including financial statement information and fund risk/return summary information. The Inline XBRL requirements recently became effective (in connection with filing a Form 10-Q for a fiscal period ending on or after June 15, 2019) for operating companies that are large accelerated filers that prepare their financial statements in accordance with U.S. GAAP and…

IPO, Then What?

SEC proposes rule changes intended to streamline disclosures of business operations, risk factors and legal proceedings

By John Hancock

August 15, 2019

The SEC recently proposed revisions to Regulation S-K to streamline public companies’ disclosures of their business operations, risk factors and legal proceedings. The proposed revisions affect Items 101(a) and (c), 103 and 105 of Regulation S-K. Among other changes, the proposed rules would revise the requirements related to the general business description by adopting: a more principles-based approach that will require each company to address matters material to its business, such as revenue-generating activities, dependence…

IPO, Then What?

SEC proposes amendments to “accelerated filer” and “large accelerated filer” definitions

By Ryan Rourke Reed

May 10, 2019

Yesterday, the SEC announced that it is proposing amendments to the “accelerated filer” and “large accelerated filer” definitions to “reduce costs without harming investors for certain smaller public companies and, importantly, encourage more companies to enter our public markets.” Last summer, the SEC adopted amendments to expand the number of smaller reporting companies that qualify for scaled disclosure. Among the adopted amendments was an increase in the public float threshold for smaller reporting companies from…

IPO, Then What?

DOJ Criminal Division Publishes Guidance on Evaluating Corporate Compliance Programs

By John Marston

May 6, 2019

Last week, the U.S. Department of Justice (DOJ) Criminal Division released revised guidance on the “Evaluation of Corporate Compliance Programs.” This latest guidance is important not only to help benchmark existing compliance programs but also to understand what DOJ will look for when making critical decisions affecting a company under investigation. DOJ’s Fraud Section had released a prior version of this guidance in February 2017. The 2019 guidance is notable in several respects, including that it is a…

IPO, Then What?

SEC Announces Meeting to Consider Amendments to “Accelerated Filer” and “Large Accelerated Filer” Definitions

By Ryan Rourke Reed

May 3, 2019

GettyImages-926051128-SEC-Ryan-e1556900292313-300x196.jpg

Yesterday, the SEC announced that it would hold a public meeting on Thursday, May 9, 2019 to consider whether to propose amendments to the “accelerated filer” and “large accelerated filer” definitions to promote capital formation for smaller reporting companies. Last summer, the SEC adopted amendments to expand the number of smaller reporting companies that qualify for scaled disclosure. Among the adopted amendments was an increase in the public float threshold for smaller reporting companies from…

IPO, Then What?

Blog Authors

New ISS voting guidelines ramp up expectations for public companies

Let’s talk about gun jumping . . .

SEC staff updates guidance on shareholder proposals

Everyone into the Pool!

I Always Feel Like Somebody’s Watching Me. . .

Guidance Regarding Implementation of Inline XBRL Rules

SEC proposes rule changes intended to streamline disclosures of business operations, risk factors and legal proceedings

SEC proposes amendments to “accelerated filer” and “large accelerated filer” definitions

DOJ Criminal Division Publishes Guidance on Evaluating Corporate Compliance Programs

SEC Announces Meeting to Consider Amendments to “Accelerated Filer” and “Large Accelerated Filer” Definitions

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