April 19, 2017

The US Government’s Form 10-K! (Steve Ballmer-Style)

Dig this 170-page Form 10-K for the US Government! It was drafted at the behest of former Microsoft CEO Steve Ballmer (the guy who bought the LA Clippers a few years ago for a cool $2 billion) – and his “USAFacts Institute” project.

The “Top 5” things that tickled me (page numbers are those of the PDF – not the ones from the actual doc):

1. Includes the standard “forward-looking statements” disclaimer, but it is tailored! (pg 5)
2. Executive pay data for the US officers – where’s that equity comp? (pg 152)
3. Executive pay data for state governors – Maine gov is underpaid! (pg 153)
4. Related-party transactions – ie. political contributions (pg 154)
5. Cover page notes that all US governments have $15.1 trillion in aggregate debt (pg 1)

While I love that all the exhibits are numbered 99.xx, I think they missed a real opportunity to include the Constitution as “Exhibit 3.1,” the Bill of Rights as “Exhibit 3.2,” and so on. Hat tip to Bjorn Hall of Rise Companies for pointing this gem out!

Direct IPOs: Spotify Taking the Plunge?

Here’s an excerpt from this David Feldman blog:

IPO alternatives appear to be alive and well as we learn from press reports that unicorn music service Spotify may go public through a “self-filing,” also known as a “direct listing.” In my first book, over 10 years ago, I talked at length about the potential value of this very straightforward technique. Assuming you otherwise qualify for an exchange listing, you simply file to register some already outstanding shares for trading, without raising new money, and off you go. Recent self-filers include Coronado Biosciences.

Also see this TechCrunch article – and this Fortune piece

T+2 in Practice: Three Implications Not to Be Missed

This Weil blog by Howard Dicker & Kaitlin Descovich provides some great practice pointers about the shortened settlement period. Also see these memos about the rule change in our “Settlement” Practice Area

SEC’s Enforcement: Rare ALJ Loss

Here’s an excerpt from this CNBC article:

Grimes’ decision marks the failure of the SEC’s game plan to pursue Hill through an in-house administrative proceeding, a strategy approved by a federal appeals court in Atlanta last June after more than a year of litigation by Hill.

Critics of such proceedings, which were championed by former SEC enforcement chief Andrew Ceresney, say they are unfair to defendants because there are no juries and limited depositions, and because judges are on the SEC payroll. Federal appeals courts have divided on the proceedings’ constitutionality, raising the prospect that the U.S. Supreme Court may take up the issue.

Broc Romanek