Pointing out important points for corporate and securities practitioners.

  • Target and Pro Forma Financial Statement Requirements for Significant Acquisitions. US reporting companies that are planning or have completed a significant acquisition of a business may be required to file separate target financial statements and related pro forma financial statements under Rule 3-05 and Article 11 of Regulation S-X.  The specific US Securities and Exchange Commission rules and financial reporting obligations triggered by a significant acquisition can be quite complex, requiring careful evaluation by an acquiring company.  This note discusses the SEC’s financial reporting and disclosure requirements triggered by a company’s significant business acquisition.
  • Bad Actor Disqualification Provisions of Regulation A, Regulation CF and Regulation D. We discuss Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”), which requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration under the Securities Act of 1933 (“Securities Act”) provided by Rule 506 of Regulation D thereof unavailable for any securities offering in which certain “felons” or other “bad actors” are involved.
  • General Solicitation and General Advertising. We review guidelines and considerations relating to general solicitation and general advertising when conducting certain exempt securities offerings.
  • Contractual Standards: Distinctions without a Difference?. We discuss the degree of effort that a party is expected to undertake in order to carry out customary contractual obligations.
  • FINRA Communication Rules.  We discuss the requirements and application of FINRA Rule 2210.
  • Non-GAAP Financial Measures Used by REITs: Frequent SEC Comments.  We examine some of the issues raised in comment letters issued by the SEC staff to real estate investment trusts regarding their use of financial measures not presented in accordance with generally accepted accounting principles.
  • Pre-Funded Warrants.  We discuss pre-funded warrants, their advantages and certain considerations.
  • Shelf Offerings by Business Development Companies.  We discuss the availability of shelf offerings, capital markets opportunities and provides a legislative update for business development companies.
  • Target and Pro Forma Financial Statement Requirements for Significant Acquisitions.  We discuss the SEC’s financial reporting and disclosure requirements triggered by a company’s significant business acquisition.
  • Understanding the Requirements Related to the Use of Non-GAAP Financial Measures.  We discuss the nature and purpose of non-GAAP financial measures and the rules governing the use of such financial measures. We also examine recent SEC comment letters and discuss areas of concern identified by the Staff. Last, we look at recent pronouncements that provide guidance on best practices for companies and offer some practical guidance.
  • The Up-C Structure in IPOs.  We discuss the Up-C structure and its benefits, as well as what is needed to achieve a successful IPO of an Up-C business.