September 1, 2015

Rule 506(c): Updated Stats

Recently, someone posted a query in our “Q&A Forum” wondering if there were any updated states on Rule 506(c) placements (Corp Fin Director Keith Higgins had given some preliminary stats in this speech last year). Here are more recent stats:

Since the exemption became available in September 2013, Form D filing data indicates that as of June 30, 2015:

– Filers checked that they intended to rely on Rule 506(c) in almost 2,900 new offerings, and planned to raise more than $37 billion in new capital and
– Filers checked that they intended to rely on Rule 506(b) in approximately 34,800 new offerings, and planned to raise more than $1.15 trillion in new capital.

More on “SEC Busts Earnings Release Hackers! 150K Releases Stolen Over 5 Years”

My head is still spinning from the revelations noted in my blog last week about how hackers stole over 150,000 earnings releases from the newswires over a period of five years.

Based on activity in our “Q&A Forum” (#8516), it looks like some companies are rethinking their practice of giving their earnings releases to the newswires before they make them publicly available (given the unreliability of how secure the newswires apparently are). These companies would file their earnings releases on a Form 8-K before they hand them over to wires. Of course, these would mean that the wires wouldn’t be the first place to go for news – but they did that damage to themselves. Let me know what you think…

Check out this blog about “Do hiring practices lead to earnings management?”…

Shareholder Proposals: Trinity v. Wal-Mart’s Impact on the “Ordinary Business Exclusion”

In this podcast, Brian Breheny, Ted Yu & Hagen Ganem discuss the Third Circuit’s ruling in Trinity Wall Street v. Wal-Mart and its impact on the interpretation of the “ordinary business exclusion” to the shareholder proposal rule, including:

– What was this case all about?
– Can you give a bit more gloss on the “ordinary business exclusion” to Rule 14a-8?
– How did the Third Circuit’s opinion differ from the SEC’s view?
– What do you think the impact will be of this decision?
– Will Trinity appeal the decision – does it have a shot with the US Supreme Court?

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– Broc Romanek