The (Good?) Old Days: Part I

So much was different back when I started practicing law. Lawyers and their secretaries did not have computers, only a word processing center in the basement did. The fax machine was very new and very very slow. FedEx was still Federal Express. Email and the Internet did not exist (at least as far as we knew), ...

Entrepreneur’s Tip of the Week: Solo or Partners?

Many entrepreneurs start businesses on their own, and many do so with one or more partners. In some cases multiple folks develop a business idea together and so it is difficult to suggest that some should not be partners.  But other times a new person comes in near, but not at, the beginning. Or a ...

Tick Sizes to Remain Unchanged: SEC

The SEC has now released its study, required by the Jumpstart our Business Startups (JOBS) Act, on whether tick sizes (the minimum allowed spread between bid and ask prices in trading) should be increased from the current one cent. They recommended not to increase tick sizes. Many have argued that “decimalization” of tick sizes from 12-1/2 ...

Online Education About to Explode

I find it fascinating to read the stories about how a rapidly growing number of leading universities in the US are partnering in companies that will offer their courses online. Until recently these major schools strongly resisted offering online education. The schools stood behind the argument that professors need to interact with the students for the ...

What Will Regulation S-K Study Show?

As we know, the SEC is required by the Jumpstart our Business Startups (JOBS) Act to conduct a study of the key disclosure regime of the Securities Exchange Act of 1934, contained in Regulation S-K. Pretty much every SEC filing connects you to disclosure requirements in S-K, whether for public offerings, ongoing periodic reporting, proxy ...

Reverse Mergers Plunge

The latest DealFlow Report informs us that only 27 reverse mergers were completed in the second quarter of 2011. That’s the lowest in a quarter since around 2004, and back then the method for counting transactions was much more uncertain. Only five of the 27 deals involved a financing, and the five deals raised a ...

Entrepreneur’s Tip of the Week: Make Employee Retention a Priority

Entrepreneurs are really busy. They are running around finding customers, supply sources, you name it. They may not put on the radar employee morale or retention. This is usually a mistake. Aren’t employees automatically loyal having great respect for the boss? No. Loyalty and respect are not automatic, they are earned. By doing small things ...

BATS Joins Other Senior Exchanges with Reverse Merger Seasoning

Another national exchange has weighed in. The BATS Exchange, which is only now going to start listing company stocks (currently it is just a trading venue), has proposed to the SEC that they mirror the New York Stock Exchange, NYSE AMEX and Nasdaq in requiring companies that complete reverse mergers with SEC reporting shell companies ...

PCAOB and China Close to Deal on Inspections

A Shanghai newspaper has reported that it is now expected that the US Public Accounting Oversight Board (PCAOB) and Chinese officials will have a deal by the end of the year to allow joint inspections of China-based auditors who audit US public companies. This according to the latest DealFlow Report. There has been a stalemate for ...

More on Chairman Issa and Projections

As mentioned below, House Oversight Committee Chair Darrell Issa sent a letter recently to SEC Chairman Mary Schapiro requesting information about IPOs. One of his concerns was the rules about disclosing forward-looking information, including projections about future financial performance. In the Facebook offering, underwriters told institutional clients that their projections were going lower, but did not ...