Here is your recap of important topics recently covered by Gunster's corporate and securities law practice in The Securities Edge. Did you miss theses blog posts? Sign up now to receive future blog posts by email as soon as each is published.
Before you IPO
Top 5 considerations in a challenging IPO market
Gunster attorneys David Scileppi and Bob Lamm discuss five key considerations for business owners and executives who are considering taking their company public, reprinted with permission from the Daily Business Review. Read more >>
New SEC guidance
SEC issues guidance on Securities Act rule 701 in context of mergers
In a nutshell, Rule 701 provides an exemption from SEC registration requirements for private companies, private subsidiaries of public companies and foreign private issuers to offer their own securities, including stock options, restricted stock and stock purchase plan interests, as part of written compensation plans or agreements, to employees, directors, officers, general partners and certain consultants and advisers. Read more >>
CDI clarifies murky waters
To 13G or not to 13G
On July 14, the SEC Staff published a new Compliance and Disclosure Interpretation clarifying when an investor who may not be entirely passive may nonetheless remain eligible to file a beneficial ownership report on Schedule 13G rather than Schedule 13D. Anyone who has tried to dance on the head of that pin will be relieved, particularly given the far greater disclosure burdens associated with the latter filing. Read more >>
Benefits of being an SRC
Smaller gets bigger
On June 27, the SEC proposed yet another rule that would reduce disclosure burdens by enabling more companies to qualify as “smaller reporting companies” (SRCs). Read more >>
Compensation disclosure
Nasdaq-listed companies must now disclose director 'golden leash' arrangements
The proposed rule change becomes effective in early August 2016. It requires Nasdaq-listed companies provide certain disclosures related to director compensation received from third parties. Companies will have the option to make this disclosure either through its website or in the company’s proxy or information statement for the next shareholders’ meeting at which directors will be elected. Read more >>
Bob's Upticks
Timely news & comments on developments in the world of securities and corporate governance.
At least where governance and disclosure are concerned, what happens in England doesn’t usually stay in England, so I suggest we keep watch for similar developments on our side of the pond. Read more >>
One hopeful sign in SEC Chair Mary Jo White’s recent remarks is that the new rules apparently will focus on self-reported diversity. This is actually a big deal. Directors who are female or people of color do not have to “self-identify," but if a board member regards herself as being American rather than, say, Mexican-American, it’s difficult for her company to tout her racial background. I’ve run into this issue in the past, and I think it’s entirely justifiable for directors to refuse to self-identify as a member of a minority group. Read more >>
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