TheCorporateCounsel.net

Wrapping up a project that I fevershly commenced six months ago – and have poured my heart and soul into – I am happy to say the inaugural 2013 Edition of Romanek’s “Proxy Season Disclosure Treatise & Reporting Guide” is at the printers. You will want to order now so that you can get your copy as soon as it’s done being printed in a few weeks. With over 1150 pages spanning 27 chapters, here is a detailed table of contents to help give you a sense of how practical it is. You can return it any time within the first year and get a full refund if you don’t find it of value.

The Irony of “Emerging Growth Companies”: Plenty of Examples to Go Around

Much has been written about Manchester United and other well-seasoned companies taking advantage of the new JOBS Act provisions that allow companies to go public as an “emerging growth company” without some of the regulatory burdens that they formerly would face (even ESPN has a Q&A on Man U’s IPO). Sadly, there are another wave of companies using the EGC framework that clearly shouldn’t be in the public market (as was predicted here and elsewhere when Congress was in the process of enacting this legislation without hearings, etc.).

Here is one example – WeRvaluecoupons – with some thoughts from Lynn Turner:

Here is the Form S-1 from yet another “emerging growth company” spawned by Congress (with a notice provision of “How2gopublic.com”). Its CEO is multifaceted as his title is a long one: President, Treasurer, Director, Chief Executive and Chief Accounting Officer. “Chief Bottle Washer” is about the only thing not on the list.

This company from Reno and incorporated in Nevada, has an auditor all the way across the country from Parsippany, New Jersey. The company has $5000 in cash and owes $2000 to venders (which coincidentally is the same amount as the auditor’s fees). It looks like an investor in this company would have better odds making a bet in Vegas at a black jack table.

The company states it will rely on debt financing in the future. But how is that? It has no cash flow and no assets to secure debt financing with, unless it comes from generous friends and family who have nothing better to do with their cash. This has all the trappings of the penny stock companies that a couple decades ago cost investors dearly.

One the other hand, one can only ask what sane investor would buy this stock from the selling shareholders (it appears the company is not itself selling any shares). It will be interesting to see how many hundreds of jobs this company creates.

Study: Endowments Doing Less Than Expected Given History as ESG Pioneers

Recently, the IRRC released this study that reveals college and university endowments’ environmental, social and corporate governance (ESG) investments as being less prevalent than often believed, particularly given their history as sustainable investing pioneers dating back to 1970s anti-apartheid campaigns. As noted in this press release, these finding are particularly surprising at a time when active incorporation of ESG factors into investment decisions is increasingly widespread among mainstream investors.

– Broc Romanek