The Remarkably Unpopular “Regulation A” Securities Offering

Good luck finding a strip mall (or anything for that matter) that was financed with Regulation A…

Private placements are investments that typically are offered to a select group of individuals without general advertising.  Your local strip mall might be owned by a limited partnership that raised money by conducting . . . → Read More: The Remarkably Unpopular “Regulation A” Securities Offering

Compensation Consultants for Public Companies Must Be “Independent” Per New SEC Rules – More Rules in the Pipeline

On June 20, 2012, the SEC adopted final rules requiring companies to disclose whether consultants to its compensation committee have any existing conflicts of interest with the company.  Factors that might constitute a conflict of interest include (i) the consultant providing services to the company other as an advisor to the compensation committee, (ii) . . . → Read More: Compensation Consultants for Public Companies Must Be “Independent” Per New SEC Rules – More Rules in the Pipeline

Community Banks De-Registering with SEC Pursuant to JOBS Act

Community banks continue to take advantage of new JOBS Act thresholds that now allow banks with less than 1,200 shareholders[1] to deregister with the SEC.  Prior to April 2012, the deregistration threshold was 300 shareholders.

According to the SEC, at least 35 banks or bank holding companies have deregistered with the SEC since the passage . . . → Read More: Community Banks De-Registering with SEC Pursuant to JOBS Act

Community/Regional Banks Continue to Outperform Big Banks in the Stock Market

Stock investors currently are valuing the community/ regional banking sector at a higher price-to-book value ratio than the largest U.S. banks, as recently highlighted in a WSJ article.  The valuation difference is particularly interesting in the context of several recent events:

the May 14, 2012 announcement by the Federal Reserve, FDIC and the OCC . . . → Read More: Community/Regional Banks Continue to Outperform Big Banks in the Stock Market

When Selling Stock or Assets to Non-U.S. Buyer, Remember Your CFIUS Filing

When a U.S. business sells a company or assets to a non-U.S. buyer and the sale has potential national security implications, companies typically conduct a CFIUS filing in order to clear the transaction with the U.S. government.  The entity responsible for CFIUS filings, the Committee on Foreign Investment in the United . . . → Read More: When Selling Business to Non-U.S. Buyer, Remember Your CFIUS Filing

Public Companies - Clawback Policy for Accounting Restatements Expected in 2012

In the first half of 2012, the Securities and Exchange Commission is expected to issue new rules requiring public companies to implement a clawback policy mandating the recoupment of certain incentive-based compensation that was awarded to executive officers if there is an accounting restatement due to material noncompliance with financial reporting requirements under the . . . → Read More: Public Companies – Clawback Policy for Accounting Restatements Expected in 2012

Final Dodd-Frank Whistleblower Rules Adopted by SEC

On May 25, 2011, the SEC issued final rules governing the new whistleblower bounty program mandated by last year’s Dodd-Frank financial reform law.  Under the new rules, if a whistleblower provides information to the SEC regarding federal securities law violations that leads to a successful enforcement action against a company of $1 million or . . . → Read More: Final Dodd-Frank Whistleblower Rules Adopted by SEC

New Food Safety Whistleblower Law Impacts Food Companies

Little noticed by the general public but of intense interest to the food industry, in January 2011, President Obama signed the most sweeping food safety legislation of the past 70 years.  The FDA Food Safety Modernization Act (the “FSMA”) will require many food companies to institute new safety protocols, will result in increased FDA . . . → Read More: New Food Safety Whistleblower Law Impacts Food Companies

Obtain Better Loan Rates - Iowa Midwest Disaster Area Bonds

People often think of tax-exempt bonds as something used only by state or municipal governments or not-for-profits.  However, due to legislation designed to help Iowa (and other affected states such as portions of Wisconsin and Illinois) to recover from the 2008 floods, for-profit businesses can take advantage of a tax-exempt bond program that can . . . → Read More: Obtain Better Loan Rates – Iowa Midwest Disaster Area Bonds

Obtain Better Loan Rates - Utilize Outside Accountants

It makes intrinsic sense (and deal practitioners have long sensed) that borrowers with audited financial statements tend to get better terms in loan deals. Now, a Chicago Booth study discussed in the Wall Street Journal has shown that, on average, audited businesses pay more than half a percentage point below the interest . . . → Read More: Obtain Better Loan Rates – Utilize Outside Accountants