Given that the Staff from the SEC’s Division of Economic and Risk Analysis recently had to post this note about errors for XBRL tags on “public float” amounts, I thought I would list the ten most common XBRL errors made by filers of Form 10-Ks, based on observations from the SEC’s DERA staff, Corp Fin staff comment letters and other commentary: 1. Incorrect Tag Selection: …
Corp Fin Continues to Make Reg A Offerings Easier to Conduct
Last month, Corp Fin’s Office of Small Business Policy issued no-action relief to a company from the requirement to file an annual report on Form 1-K under Regulation A – despite the fact that the company didn’t qualify for reporting suspension under Rule 257(d) of Regulation A. Corp Fin based its reasoning upon public policy considerations underlying the Reg A reporting requirements, as the company …
The Life of Former SEC Chair (and Corp Fin Director) Manny Cohen
Recently, I blogged about the 20 Corp Fin Directors we’ve had at the SEC (we haven’t heard yet who will be the new Corp Fin Director) – and it got me thinking about Manny Cohen, whom many of us don’t know much about since he worked at the SEC so long ago. Here’s an excerpt about Manny from an “SEC Historical Society” interview with David …
Corp Fin Revises 18 “Schedule 13D/G” CDIs
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin as is their new practice. As noted by Cooley’s Justin Kisner, the updates can be categorized to be in three buckets:
Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies
Here’s an excerpt from this lengthy piece on Cooley’s CapitalXchange that explores the impact of the recent Delaware, Texas and Nevada state changes relating to in which state a company might want to be incorporated in: “Senate Bill 21 also makes changes to Section 220 of the DGCL, relating to the inspection of books and records, including the following: Our securities litigation + enforcement colleagues …
Nevada Enacts Law to Provide More Statutory Liability Protections
Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law. Here are five key aspects of this new legislation: 1. Modernizing fiduciary duty for controlling stockholders Nevada now defines a controlling stockholder based on actual voting power (enough to elect a board …
Liz Dunshee Joins Cooley! I’m So Happy…
You can’t imagine the extent of my joy that Liz Dunshee has decided to join us here at Cooley. Liz and I worked together at TheCorporateCounsel.net – where she’ll still be putting in some time – and I can tell you from first-hand experience that she is special. I knew Liz was unique from the moment we met. During my 17-year run at TheCorporateCounsel.net, I …
Corp Fin Revises Two (And Withdraws One) Legal Proceeding Disclosure CDIs
A few weeks ago, Corp Fin revised two – and withdrew one – of the Legal Proceedings CDIs under Item 103 of Regulation S-K. These CDI changes are catching up to the reorg of Item 103 that the SEC made five years ago when the SEC incorporated Item 103’s instructions into the rule itself rule and changed the environmental proceeding quantitative thresholds. These new changes …
PCAOB May Survive Just Yet…
Last month, I blogged that the PCAOB may be absorbed by the SEC under the budget reconciliation bill that is making its way towards the finish line. In that blog, I indicated that the only thing that might stop the merger of the agencies is if the Senate parliamentarian rules that it isn’t germane to the budget. As noted in this press release by the …
Deep Dive: The SEC’s “Foreign Private Issuer” Concept Release
In this 18-minute video, Cooley’s Courtney Thorne, Katie Kazem and Reid Hooper explain: 1. What is a “foreign private issuer”? And a summary of the FPI concept release. 2. An explanation of what a ‘concept release’ is. And why the SEC issued this particular concept release at this time 3. Where do FPI companies go from here? What should companies be thinking about going forward?