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Nine Lessons Learned From a Decade of Reg A Offering Stats

Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of qualifying private funds. The one that caught my eye was “Analysis of the Regulation A Market: A Decade of Regulation,” as it surveys 1400 Reg A offerings from 800 …

14 Lessons Learned from the PCAOB’s Conversations with Audit Committee Chairs

Recently, the PCAOB released its annual recap of its conversations with audit committee chairs. This past year, the PCAOB staff interviewed 272 audit committee chairs to come up with its findings, 78% of whom chaired a committee at a company audited by the six largest auditors. Here are 14 lessons learned from the recap: 1. Prioritize Open Communication Audit committees should foster frequent, transparent dialogue …

New Rules of Engagement: Five Pointers on Boards, Activists & Off-Season Tactics

I was talking to Cooley’s Beth Sasfai about this webcast for which she’s a speaker this Thursday – “New Rules of Engagement: Boards, Activists & Off-Season Tactics” – and she told me these are the type of pointers she will be digging into during the program: 1. Audit Vulnerabilities Before They Do – Conduct a periodic “activist defense audit” to assess underperformance triggers, structural weaknesses …

Antitrust Scrutiny of the ‘Big Three’ Asset Managers’ ESG Policies Heats Up

As noted in this WSJ article, the Department of Justice and Federal Trade Commission recently raised concerns in a “joint statement of interest” that large asset managers – including the “Big Three” of BlackRock, Vanguard and State Street – may have violated antitrust laws by using their influence to promote ESG policies that reduce coal production, potentially harming competition and consumers.  In the joint statement …

Don’t Forget to Coordinate Your ‘EDGAR Next’ Enrollment for Mutual Insiders!

We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in EDGAR Next before it becomes mandatory in September. And, as we blogged about a few months back, some companies have been forced to use EDGAR Next already, since they …