June 27, 2012

More on “FINRA’s Corporate Financing Filing Fees Triple!”

I’m still reeling from the news that FINRA’s Corporate Financing fees are going way, way up as I recently blogged. As I blogged, FINRA’s new rates – effective this upcoming Monday, July 2nd – are as follows: the calculation is raised from 0.10 percent to 0.15 percent of the aggregate value of all securities on the offering document, plus $500. The maximum is raised from $75,500 to $225,500. In the case of a WKSI, such an issuer filing a shelf offering must pay the maximum fee of $225,500.

Last Friday, the SEC issued four releases publishing a group of FINRA’s with immediately effective rule changes that all raise various fees. This is the release that raises the Corporate Financing filing fee. As Suzanne Rothwell notes, this is a significant change. In the case of a $500 million offering, the filing fee was $50,500 and will now be $75,500. For a $1 billion offering, the fee was $75,500, the maximum, and will now be $150,500. In the case of REIT offerings, which generally register $2 billion on the initial and each follow-on registration statement, the fee is increased from $75,500 to $225,500. – a $150,000 difference.

Here’s some emerging growth company stats courtesy of BlogMosaic.

Webcast: “Proxy Season Post-Mortem: The Latest Compensation Disclosures”

Tune in tomorrow for the webcast – “Proxy Season Post-Mortem: The Latest Compensation Disclosures ” – to hear Mark Borges of Compensia, Dave Lynn of and Morrison & Foerster and Ron Mueller of Gibson Dunn analyze what was (and what was not) disclosed this proxy season – as well as how the SEC’s new compensation committee and compensation advisor rules impact you.

Court Finds No Duty to Publicly Disclose Wells Notices

I’m feeling quite manly because my new “Legal Proceedings Disclosure Handbook” answered the question of whether receiving a Wells notice from the SEC’s Enforcement Division requires disclosure of the SEC investigation with a very lengthy answer that can be summed up as “it depends.”

Last week, as noted in this Morrison & Foerster memo, a US District Court in New York ruled that Goldman Sachs could not be sued for fraud under the federal securities laws for failing to publicly disclose that it had received a Wells notice. The court’s decision – Richman v. Goldman Sachs Group (S.D.N.Y. June 21, 2012) – held that there is no “automatic” obligation to disclose receipt of a Wells notice under the federal securities laws. The court went further, providing some guidance to companies grappling with the always-difficult issue of whether to disclose the receipt of a Wells notice.

Deal Cube Tournament: Round Two; 6th Match

As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:

Snapple Bottle (Lemon Iced Tea)
Rhino with Zesty, Upturned Horn
Double Lions

Online Surveys & Market Research

– Broc Romanek