July 2, 2019

More on “Proofing Your Semantics When Drafting Disclosure”

A long, long while back, I blogged a story about an IPO prospectus that contained the term “certified pubic.” Here are a few more reactions from members about disclosure gaffes:

While I hadn’t heard of the “certified pubic accountant” goof previously, I can vouch for the IPO red herring that was circulated in the early 1970s with an “initial pubic offering” statement on the cover page. I never did see the SEC comment letter to know whether or not the Staff examiner commented on it.

And Charles Vaughn of Nelson Mullins commented:

I’m sitting here chuckling at my desk. I guess “certified pubic accountant” does beat “commom stock.” I admit I have caught the “pubic accountant” terminology a couple of times before the SEC filing was made. Given the number of times it is found on Edgar, I think we all need to include that global search in our checklists.

Sneaker Exchange & Other Online Marketplaces

Back when the Web was born in the mid-90s, I remember working on some no-action letters related to trading various things on this new thing called the “Internet.” Complex securities law issues – novel stuff. Flash forward twenty years and we have an amazing array of online marketplaces worth billions, as noted in this NY Times article

Transcript: “Proxy Season Post-Mortem – The Latest Compensation Disclosures”

We’ve posted the transcript for the recent webcast: “Proxy Season Post-Mortem – The Latest Compensation Disclosures.” Mark Borges, Dave Lynn & Ron Mueller shared their latest takes on these topics:

1. Say-on-Pay Results
2. Performance-Based Compensation Disclosure
3. Shareholder Responsiveness Disclosure
4. Perquisites Disclosure
5. Director Compensation Disclosure
6. CEO Pay Ratio Trends
7. Hedging Disclosure Rule
8. Status of Other Dodd-Frank Rulemaking
9. Shareholder Proposals
10. Proxy Advisors
11. Proxy Strike Suits

Broc Romanek