TheCorporateCounsel.net

We have posted the transcript for our popular webcast – “Non-GAAP Disclosures: Corp Fin Speaks” – featuring Mark Kronforst, the Chief Accountant of the SEC’s Division of Corporation Finance and Dave Lynn of TheCorporateCounsel.net and Jenner & Block…

Private Liquidity Programs: Key Considerations

We’ve previously blogged about the growth in liquidity programs for  private companies electing to defer IPOs.  PwC has pulled together this “White Paper” addressing key considerations for CEOs and CFOs of companies considering liquidity programs.  Here’s an excerpt from the intro:

The rapidly growing nature of these secondary markets has led to many sellers and an increasing array of alternatives for those sellers to achieve liquidity. Despite being an established market, the information available to buyers and sellers is limited when  compared to the market for publicly-traded stock and therefore the market is characterized by significant opacity as compared to public exchanges where US federal securities laws, disclosure requirements and investor rights are well understood.

Private companies understand the steps and potential impact of issuing equity to investors in a primary sale either privately or publicly as these transactions are customary and well-known (i.e., in a private preferred stock financing or an IPO). Sales of shares in a secondary market, on the other hand, introduce unique challenges that are not well understood. This publication outlines certain valuation, accounting, tax, regulatory, legal, and human resources related considerations that should be carefully considered by private companies whose shares are sold in a secondary market.

Human Capital Management Disclosure: The Next Big Thing?

In this 10-minute podcast, UAW Retiree Medical Benefits Trust’s Cambria Allen discusses the “Human Capital Management Coalition” – which is led by the UAW Retiree Medical Benefits Trust – and the Coalition’s recent petition for rulemaking to the SEC, including:

1. What is the “Human Capital Management Coalition”? And what is “human capital management disclosure”?
2. Why did those interested in this topic decide to submit a petition for rulemaking to the SEC (as opposed to other routes)?
3. What are the main goals of the petition?
4. Any surprises so far since submitting the petition?
5. What can folks do who want to support the petition?

– John Jenkins