March 20, 2017

Our New “WKSI Handbook”

Spanking brand new. By popular demand, this comprehensive “WKSI Handbook” covers the entire terrain, from communications issues, loss of WKSI status to waiver requests. This one is a real gem – 58 pages of practical guidance – and its posted in our “WKSIs” Practice Area.

Non-GAAP: Anticipating & Responding to SEC Comments

Like many of you, I’ve become pretty paranoid when I’m asked to review a client’s press release or presentation for compliance with Item 10(e) of S-K or Reg G.  So, I thought this MoFo memo with practice points on anticipating & responding to Corp Fin Staff comments on non-GAAP information was a helpful resource.  The memo is only 7 pages long, but it covers a lot of ground:

We look at common themes or areas of concern identified by the Staff in these comment letters, as well as responses given by registrants. We also highlight pronouncements by senior members of the Staff on the important “critical gatekeeper” role audit committee members play in ensuring credible and reliable financial reporting, including compliance with the Updated C&DIs. Finally, we look at industry initiatives aimed at improving the dialogue among management, audit committee members, external auditors and other stakeholders with respect to the use and disclosure of non-GAAP financial measures.

Silicon Valley: Innovative New Financing Technique – “Bank Loans”

This Bloomberg article discusses an innovative financing technique being tried out among tech start-ups. As VC investors pulled back somewhat during 2016, tech start-ups pioneered a new financing approach – borrowing money from a bank. Apparently, the process involves applying for a loan from a bank, which, if funded, requires the company to repay the principal amount of the loan, together with interest at a contractually prescribed rate. Personally, I’m skeptical that something like this will catch on.

John Jenkins