April 11, 2012

Last Chance: 25% Early Bird Conference Discount Ends This Friday!

Last chance to take advantage of 25% off for our popular conferences – “Tackling Your 2013 Compensation Disclosures: 7th Annual Proxy Disclosure Conference” & “Say-on-Pay Workshop: 9th Annual Executive Compensation Conference” – to be held October 8-9th in New Orleans and via Live Nationwide Video Webcast. Here is the agenda for the Proxy Disclosure Conference (the Executive Compensation Conference’s agenda will be posted in the next week or so).

Early Bird Rates – Act by End of this Friday, April 13th: For the special early bird discount rate – both of the Conferences are bundled together with a single price – register by the end of this Friday, April 13th.

JOBS Act: Corp Fin’s New “Confidential Registration Statement Submissions” FAQs

Yesterday, Corp Fin issued 13 FAQs relating to the confidential submission process for draft registration statements by emerging growth companies. This new guidance is in addition to last week’s announcement about the confidential submission process.

As noted in this O’Melveny & Myers alert, key Staff pronouncements include:

– The Staff will not object if an emerging growth company does not treat “test-the-waters” communications conducted in reliance on Section 5(d) as a road show for purposes of Section 6(e). Section 5(d) test-the-waters communications are limited to communications with qualified institutional buyers (“QIBs”) and institutional accredited investors.

– An issuer currently in registration at the time of enactment of the JOBS Act that qualifies as an emerging growth company may switch to the confidential submission process for future amendments.

– A foreign private issuer that qualifies as an emerging growth company may use the confidential submission process to the same extent as a domestic company.

– Draft registration statements submitted confidentiality must be “substantially complete,” including a signed audit report of the registered public accounting firm and exhibits consistent with the existing requirements for non-public submissions by foreign private issuers.

Transcript: “The SEC Staff on M&A”

We have posted the transcript for the recent webcast: “”The SEC Staff on M&A.”

– Broc Romanek