The Isolated Offering, Vol 9, Issue 5
 |
The Isolated Offering
A Newsletter of The Lebrecht Group, APLC
|
| May 19, 2009 |
Volume 09, Number 5
|
| In This Issue
Seven Tips for Companies Going Public Through a Management-Underwritten Initial Public Offering The SEC Steps Up Enforcement Efforts Against Fraud More Articles FINRA Comments Are Leaving Many Startup Companies “Shell” Shocked The Long Arm of the (Securities) Law Fair Disclosure During PIPE Transactions TLG Reduces Cost of Being Public Contact Us http://www.thelebrechtgroup.com 9900 Research Drive 406 W. South Jordan Parkway Forms
|
Seven Tips for Companies Going Public Through a Management-Underwritten Initial Public OfferingFor our clients with a reasonable time horizon for going public – approximately nine months – we often recommend a management-underwritten initial public offering, which is an offering whereby the company’s shares of stock are sold directly to investors by management, rather than through an investment bank or any other underwriter. This offering eliminates the substantial costs associated with using an underwriter or acquiring control of a public shell corporation. If the management-underwritten IPO is a going public strategy that interests you, we offer the following seven tips to help expedite the process and eliminate unwanted delays and expenses:…[more] Federal and State Regulatory Agencies Step Up Enforcement Efforts Against FraudFeatured Client Link:
The SEC, FINRA, and state-level securities agencies have all recently published their increased efforts to combat fraud and punish violators. In the wake of the Bernard Madoff Ponzi scheme, the SEC is boosting its efforts to investigate, expose and punish individuals who defraud investors. As the SEC steps up its enforcement efforts against fraud, companies should step up their efforts to provide public and private disclosure to investors and shareholders devoid of potentially fraudulent or misleading statements. While misleading statements may be unintentional in most cases, they may still be actionable under federal securities laws. To read more, click here. FINRA has recently published guidance in the form of Regulatory Notice 09-17, to provide transparency into its enforcement process, and to assist firms and their associated persons with their understanding of how the investigative process works. This Notice can be found by clicking here. On May 7, 2009, Robert Khuzami, Director of the SEC’s Division of Enforcement testified before the Senate, laying out the road-plan for what additional resources the Division needs to become more effective in protecting investors. A copy of his testimony can be found by clicking here. The SEC already has brought more enforcement actions involving hedge funds in the first four months of this year than all of last year. In our practice, we have noticed an increased level of scrutiny by the various state securities divisions, including reviewing and asking questions about the contents of new Form D filed for Rule 506 offerings. The moral to this story? Be careful. Now is not the time for risky behavior or to test the waters. Make sure your company is getting sound legal advice from attorneys experienced in securities law. Create, collect, and keep good paperwork to justify actions taken. Finally, respond to all inquiries in a timely fashion. |
