May 11, 2011

Corp Fin’s Revised “Completion of ’34 Act Filing Review” Notice

Corp Fin has posted a “Division Announcement” on its web page that states:

Beginning May 9, 2011, the letter the Division staff will send to companies upon completion of the review of their Exchange Act filings will contain the following paragraph:

“We have completed our review of your filing[s]. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing[s] and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing[s] to be certain that the filing[s] include[s] the information the Securities Exchange Act of 1934 and all applicable rules require.”

As Corp Fin’s notice merely repeats the Tandy language that companies already provide when they respond to Staff comments, that’s not really news. But the real news may be that Corp Fin may start regularly using this “Division Announcements” avenue to communicate with us…

Capital-Raising Reform: SEC Chair Schapiro Testifies Before the House

A month ago, I blogged about the back and forth letters between SEC Chair Schapiro and Rep. Darrell Issa on capital-raising reform, particularly for pre-IPOs. Below is an excerpt from near the end of Chair Schapiro’s testimony that she delivered yesterday before the House Committee on Oversight and Government Reform. In her testimony, Chair Schapiro lays out a list of potential rulemakings in the capital-raising area that could happen in the near future (here’s a related Mercury News article):

As discussed above, I recently asked the staff to take a fresh look at our offering rules in light of changes in the operation of the markets, advances in technology and the acceleration in the pace of communications. I also requested that the staff think creatively about what the SEC can do to encourage capital formation, particularly for small businesses, while maintaining important investor protections. Areas of focus for the staff will include:

– the restrictions on communications in initial public offerings;

– whether the general solicitation ban should be revisited in light of current technologies, capital-raising trends and our mandates to protect investors and facilitate capital formation;

– the number of shareholders that trigger public reporting, including questions surrounding the use of special purpose vehicles that hold securities of a private company for groups of investors; and

– regulatory questions posed by new capital raising strategies.

In conducting this review, we will solicit input and data from multiple sources, including small businesses, investor groups and the public-at-large. The review will include evaluating the recommendations of our annual SEC Government-Business Forum on Small Business Capital Formation, as well as suggestions we receive through an e-mail box we recently created on our website. In addition, I expect our efforts to benefit from the input of the new Advisory Committee on Small and Emerging Companies the Commission is in the process of forming, which will provide a formal mechanism for the Commission to receive advice and recommendations about regulatory programs that affect privately held small businesses and small publicly traded companies.

Use of iPads for Board Materials Delivery

Once the iPad 3 hits stores later this year, I believe the movement of tablets replacing laptops will accelerate and the manner in which many of us work will dramatically change – including in the boardroom. In this podcast, Kris Veaco of the Veaco Group runs down some frequently-asked questions about how to use iPads for delivery of board materials (here are supplemental materials: “Tips for Successful Implementation of E-Portals“; “Sample Laptop Directions for Directors“: “Society Presentation from Gina Merritt-Epps“), including:

– How are iPads being used as a way for directors to receive and view Board materials?
– How many directors are using iPads right now?
– What tips do you have for transitioning to iPads for board materials delivery?

– Broc Romanek