July 23, 2015

House Passes Five Securities Bills!

This Morrison & Foerster blog gives us the latest:

A flurry of activity was seen last week on the House floor as the Financial Services Committee reported on various bills, many of which JOBS Act related. These bills propose to change registration and reporting requirements for small reporting companies, Small Business Investment Companies (SBICs) and savings and loan companies, as well as affect the treatment of Emerging Growth Companies (EGCs). On July 14, the House passed the following bills, and on July 15, referred them to the Senate Committee on Banking, Housing and Urban Affairs:

– The SBIC Advisers Relief Act of 2015, H.R. 432, would amend the Investment Advisers Act of 1940 to exempt SBICs from certain SEC registration and reporting requirements;

– The Holding Company Registration Threshold Equalization Act of 2015, H.R. 1334, would amend Title VI of the JOBS Act and raise the threshold number of shareholders of record at which savings and loan companies must register with the SEC. H.R. 1334 also raises the threshold number of shareholders of record below which a savings and loan company may terminate its registration;

– The Small Company Simple Registration Act of 2015, H.R. 1723, proposes to have the SEC revise Form S-1 to allow smaller reporting companies to incorporate by reference any documents it files with the SEC after the effective date of a registration statement on Form S-1;

– The Swap Data Repository and Clearinghouse Indemnification Correction Act of 2015, H.R. 1847, proposes to amend the Securities Exchange Act of 1934 and the Commodity Exchange Act to repeal the indemnification requirements for regulatory authorities to obtain access to swap data;

– The Access to Capital for Emerging Growth Companies Act, H.R. 2064, proposes to make changes to the treatment of EGCs as defined by the JOBS Act. The bill would reduce the number of days that an EGC is required to have a confidential registration statement on file with the SEC before a “road show,” and would allow an issuer to retain EGC status through the date of its IPO if it was considered an EGC at the time of filing its confidential registration statement.

In contrast, plans to consider H.R. 1675 and H.R. 2354 were scrapped by House Republicans, according to CQ News. H.R. 1675 would have directed the SEC to revise regulations relating to compensatory benefit disclosures by issuers. H.R. 2354 planned to reduce the number excessive and costly regulations issued by the SEC by requiring a review of each significant regulation it had issued.

Alternative Fee Arrangements: Is the Tide Finally Turning?

In May, Broc blogged about how billable hours changed the legal profession. Now it looks like alternative fee arrangements are gaining momentum as the traditional law firm billing model is increasingly scrutinized. According to this Philadelphia Inquirer article, more law firms are embracing alternative fee arrangements. Big law firms are even beginning to employ a team of financial experts to price legal services. Here’s an interesting example from the article:

At Reed Smith – a 1,600-lawyer firm – a staff of 15 accountants, lawyers and MBAs helps partners pitch the law firm’s services. Alternative fee arrangements now account for about 30 percent of the firm’s revenue of $1.15 billion. If a client asks for a flat fee or charges based on case outcomes or some structure other than the billable hour, they project what the matter will cost and how it can be done profitably.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Nasdaq Proposes to Stop Automatic Delisting for Failure to Hold Annual Meeting
– Do I Need to Update My D&O Questionnaire for 2015?
– Vanguard’s CEO Speaks
– How the Fall Proxy Season Reveals ’15 Proxy Season Trends
– Relational Investors Plans to Wind Down

– Jeff Werbitt