SEC Provides Temporary Relief and Guidance Due to COVID-19 Pandemic

Publicly traded companies need to consider COVID-19’s effect on disclosure obligations

The Evolving Nature of Identifying and Disclosing the Business Risks of Using Third-Party Social Media Marketing

In Casper Sleep’s initial public offering prospectus, the company states that the use of third-party paid marketing programs to promote its products presents the possibility of negatively affecting its reputation and subjecting it to fines and other penalties. Read More ›

The SEC Proposes to Amend the Accredited Investor Definition to Find a Place for Sophisticated, Informed Investors

The SEC proposes rules to add a new category for individuals to qualify as accredited investors based on professional certifications and designations or credentials that show “financial sophistication.”  The SEC requests public input on exactly which industry exams, academic degrees and levels of job experience should be considered.    Read More ›

Planning and Disclosing Indications of Interest for Participating in IPOs

This article was originally published by Bloomberg Law, October 2019. Read More ›

The SEC Proposes a Philosophical Shift to Principles-Based Disclosure in Response to Increasingly Irrelevant, Outdated and Immaterial Information in Public Filings

While the SEC favors a more flexible principles-based approach to disclosure of business descriptions and risk factors as determined by a company’s management, a lack of bright-line, quantitative rules to specify when disclosure is required may lead to second guessing by regulators, among others. Read More ›

The SEC Encourages Public Company Borrowers to Address the Risks of LIBOR’s Phase-Out in Their Public Filings

The SEC staff will be actively monitoring the extent to which public companies and other market participants are identifying and addressing risks associated with the expected discontinuation of LIBOR, a common system of interest rates for financial transactions, past 2021. Read More ›

The SEC Looks for More Transparency in Influencer Marketing

The SEC’s Office of Investor Education and Advocacy warns investors to be skeptical of endorsements from famous influencers marketing new investment opportunities. Read More ›

Eye-Opening Study on the Use of Boilerplate in IPO Prospectuses Highlights the Real Costs to Issuers and Investors

Prof. McClane’s extensive 20-year study of IPOs finds that, although boilerplate - as a substitute for specific disclosure and costly information gathering - may be an efficient (and perhaps strategically vague) means by which to make disclosure, efficiency comes at a high price to IPO issuers due to information-related costs such as underpricing and securities litigation. Read More ›

The SEC Warns Prospective Investors to Beware of Claims that the SEC Has Approved a Securities Offering (Because It Hasn’t, Technically)

Fraudsters may use SEC forms and filings to falsely claim SEC registration or that an offering was approved by the SEC. Don’t confuse that with the actual vetting by the SEC staff of disclosure during the review process and acceleration of effectiveness of a registered securities offering. Read More ›

The Personal Touch of Founder's Letters in IPO Prospectuses: A View Inside the Zeitgeist of Our Newest Public Companies

Letters to prospective investors like those included in the Lyft and Uber IPO prospectuses may be symbolic gestures by founders, chairpersons and CEOs to lead the selling effort, but nonetheless provide an insight into the unique mission, core beliefs and “karma” of today’s newest IPO companies, with the SEC closely monitoring the bounds of this informal disclosure. Read More ›