Morrison & Foerster is pleased to share with you the 11th edition of our Capital Markets and Securities FAQs. The FAQs (or Frequently Asked Questions), written and published by MoFo lawyers, provide plain English explanations of the most popular types of financing or capital formation transactions, as well as discussions of securities law issues.  Our FAQs are available for download on iOS, Kindle and Nook devices. To download your copy, visit iTunes, Amazon or Barnes & Noble.

 

JOBS Act Quick Start

IFLR recently published The JOBS Act Quick Start, a book authored by Ze’-ev Eiger and Anna Pinedo, which is available online here. We also invite you to request hard copies of the book for free for you and your colleagues by emailing cjuarez@mofo.com.

 

PLI’s Exempt and Hybrid Securities Offerings (3rd Edition) is the first practical, accessible resource to provide you with comprehensive legal, regulatory, and procedural guidance regarding these increasingly popular offering methodologies.   Authored by Anna Pinedo and James Tanenbaum, the treatise provides a detailed analysis of the regulations and guidance affecting exempt and hybrid securities offerings, as well as offers market context and practical structuring advice. For more information, click here.

 

Getting the Measure of EGC Corporate Governance Practices

In our EGC Corporate Governance Practices Survey, we consider the characteristics of the EGCs that completed IPOs and the corporate governance, compensation and other practices adopted by them. Specifically, we examined the filings of (i) the approximately 680 EGCs (on an aggregated basis) that completed their IPOs in the period from January 1, 2013, through December 31, 2016, and (ii) the 100 EGCs (on a standalone basis) that completed their IPOs during the year ended December 31, 2016. The survey focuses on EGCs that have availed themselves of the provisions of Title I of the JOBS Act. Access our review here.

 

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. Our publication, The Guide to Social Media and the Securities Laws, summarizes how regulation has evolved in the face of the growing use of social media.  Our Guide discusses the principal areas of focus for SEC-reporting companies, registered investment advisers, registered investment companies, and registered broker-dealers that use social media. Access our Guide here.

 

For many years, most successful companies followed a relatively predictable capital-raising path. A lot has changed. The companies that tend to pursue IPOs in recent years are more mature, better capitalized, and often seek to pursue IPOs for different reasons than did their predecessors. In our updated Short Field Guide to IPOs, we detail the path to an IPO, discuss some of the important steps along the way and highlight some of the detours or forks in the road.  Access a copy here.

 

2017 proxy guide 2017 coverMorrison & Foerster is pleased to share with our clients and friends the 2017 Proxy Season Field Guide. With an environment of heightened shareholder activism and focus on compensation and corporate governance disclosures, The Proxy Season Field Guide provides you with an overview of recent legislative, regulatory and shareholder developments, and provides information on how these developments will impact you in the 2017 proxy season. Access a copy here 

 

picture Pages from 151109-REIT-IPO-2015Our recently updated Quick Guide to REIT IPOs provides an overview of the path to an initial public offering for a REIT. The guide also addresses regulatory, tax and accounting considerations relevant to sponsors considering forming a REIT. Access a copy here.

 

The use of non-GAAP financial measures by US public companies continues to attract scrutiny. As concern grows that non-GAAP measures are being employed in company disclosures to distort actual performance numbers and, in some cases, mislead the investing public, the SEC has stepped in. In this Non-GAAP Explained exclusive report by Morrison & Foerster, and co-published with the International Financial Law Review, we examine the regulations relating to the use of non-GAAP financial measures, commonly used non-GAAP financial measures, the SEC’s guidance relating to the use of non-GAAP measures, comments issued by the SEC Staff on this subject, and what companies can do to revise their disclosures, earnings calls and other communications. Access a copy here.

 

SEC Reporting Issues for Foreign Private Issuers
Recently updated for various Dodd-Frank Act related executive compensation and other measures, JOBS Act and FAST Act changes, and accounting developments, this volume has been republished and reissued. The guide is intended to serve as a practical resource for both practitioners and foreign private issuers. Written by Partners Anna Pinedo and James Tanenbaum, this Portfolio is divided into two principal sections: “Regulatory Framework Applicable to Foreign Private Issuers,” and “Preparing Annual Report on Form 20-F: A Guide.”  For more information or to order please click here.