3 Minutes or Less: Perspectives on Startup Success
Authors: Mike Sullivan
Partner Mike Sullivan, based in Pillsbury’s San Francisco office, has shepherded hundreds of emerging growth companies through venture capital financings and more than 50 through public offerings. In these concise briefings, he takes on four key issues that entrepreneurs commonly contend with in the early days of their startup efforts:
- Making choices about funding – when to use convertible notes, and when to use preferred stock
- Avoiding common mistakes co-founders make regarding allocation of equity
- Deciding on the jurisdiction where the company will be formed
- Choosing the right founding team for a new venture
The SEC Adopts Transaction Requirements that Preserve Form S-3 Eligibility for Most Issuers
Authors: David S. Baxter, Jeffrey J. Delaney, Todd W. Eckland, Kimberly E. Moritz
The Securities and Exchange Commission (SEC) has eliminated the use of investment grade credit ratings as a transaction requirement for short-form registration of securities, instead creating alternative transaction requirements that preserve the use of Form S-3 for most companies that previously relied on their investment grade credit ratings.
Elimination of Discretionary Voting Warrants Fresh Look at Proxy Practices for 2010
Authors: Gabriella A. Lombardi, Brian M. Wong
The Securities and Exchange Commission has approved an amendment to New York Stock Exchange (NYSE) Rule 452 to eliminate broker discretionary voting in uncontested director elections held on or after January 1, 2010. The rule change will prohibit brokers from casting votes in any director election if the beneficial holder has not instructed the broker how to vote.
SEC Proposes Revisions to Foreign Broker-Dealer Exemptions
Authors: Kimberly V. Mann, Kimberly Miller
On June 25, 2008, the Securities and Exchange Commission proposed substantial amendments to Rule 15a-6 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Rule 15a-6 provides conditional exemptions from broker-dealer registration for foreign entities involved in certain activities with U.S. investors. The proposed rule changes would further enable foreign broker-dealers to operate in the United States without registering with the SEC. The proposal comment period is scheduled to end on September 8, 2008.
SEC Amends Reporting and Registration Requirements for Smaller Public Companies
Authors: Gabriella A. Lombardi, Stanton D. Wong, David S. Baxter, Harpreet Bal
The Securities and Exchange Commission recently issued final rules amending reporting obligations and registration requirements for smaller public companies. The amendments ease the disclosure and reporting requirements and provide greater flexibility to raise capital.
Practical Considerations for Revised Rule 144
Authors: Gabriella A. Lombardi, Stanton D. Wong, Brian M. Wong, Todd W. Eckland, Jeffrey J. Delaney, David S. Baxter, Robert B. Robbins, Stephane Levy
The Companies Act 2006: Electronic Communication for UK Companies
Authors: Caroline Grange; Simon Fielder
Practical Lessons Learned From the First 100 Days of Securities Offering Reform
Authors: Stanton D. Wong, Todd W. Eckland, Jeffrey J. Delaney, David S. Baxter
SEC Release Clarifies Two Insider Trading Exemptions and Eliminates Timely Filing Presumption
EU Prospectus Required by July 1, 2005
SEC Settles Regulation FD Case Involving a Non-Public Reaffirmation of Earnings
Author: Jeffrey B. Grill
The EU Prospectus Directive
SEC Adopts Final Rules Relating to Use of Non-GAAP Financial Measures and Earnings Releases
SEC Issues Final Rules on Executive and Director Compensation Disclosure Requirements
Authors: Brian M. Wong, Harpreet Bal
Brian M. Wong and Harpreet S. Bal, members of Pillsbury Winthrop Shaw Pittman’s Corporate & Securities practice, authored this article which originally appeared in Bloomberg Corporate Law Journal, Winter 2007.