May 2, 2018

A FOIA Request for 3-13 Correspondence With the SEC Staff?

As I recently blogged, the SEC Staff has long been able to modify – or – waive disclosure requirements in response to requests to modify what’s required for the financials in a SEC filing – but over the past few months, the Staff has announced that it’s now more amenable to grant Rule 3-13 requests than it was before. This is part of SEC Chair Clayton’s goal of removing unnecessary barriers to going public, etc.

Rumor has it that the Wall Street Journal has made a FOIA request for all 3-13 correspondence with the SEC Staff. That’s pretty wild if true! I hope this doesn’t lead to an article that distorts the purpose of these requests. It will be interesting to see how this plays out…

How Companies Grow Their In-House Teams

One of our more popular “sample documents” is our deck that in-house folks can use to argue for more resources in their department. Along these lines, a long while back, Splunk’s Scott Morgan sent me this note about how different industries might experience varying levels of growth in their in-house teams:

Over the past decade, I have seen a significant increase in the size and sophistication of in-house teams at technology companies. My experience is that companies are increasingly bringing specialty practices such as privacy/data security, M&A, securities/governance, benefits, technology transactions/products and IP/patents in-house. These experts are typically from big firms – so it’s the same expertise at a fraction of the cost. And there the work is closer to the business so the amount of firm-to-practice translation is significantly reduced in these areas. We still have a big need for firms (big and small) in certain subject matters, in larger projects and litigation, for benchmarking across companies and in foreign jurisdictions.

May-June Issue: Deal Lawyers Print Newsletter

This May-June Issue of the Deal Lawyers print newsletter includes (try a no-risk trial):

– A Small World After All: R&W Insurance in Cross-Border M&A
– Maximizing Value & Minimizing Risks in Carve-Outs: Seller’s Pre-Sale Preparation
– Director’s Abstention on Merger Vote Deemed Material to Shareholders
– LLCs: The Limits of the Implied Covenant of Good Faith

Remember that – as a “thank you” to those that subscribe to both & our Deal Lawyers print newsletter – we are making all issues of the Deal Lawyers print newsletter available online. There is a big blue tab called “Back Issues” near the top of – 2nd from the end of the row of tabs. This tab leads to all of our issues, including the most recent one.

And a bonus is that even if only one person in your firm is a subscriber to the Deal Lawyers print newsletter, anyone who has access to will be able to gain access to the Deal Lawyers print newsletter. For example, if your firm has a firmwide license to – and only one person subscribes to the print newsletter – everybody in your firm will be able to access the online issues of the print newsletter. That is real value. Here are FAQs about the Deal Lawyers print newsletter including how to access the issues online.

Broc Romanek