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The Ten Most Common XBRL Errors for Form 10-Ks

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 …

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 …

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 …

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?