The Cheap Stock Survival Guide

Posted by L&W Capital Markets Group on May 09, 2013

Your good client Frank Bunker Gilbreth is planning the IPO of his consulting company, Therblig, Inc. Frank tells you that Therblig has granted equity awards to dozens of employees during the past 12 months and he wants to know if there will be any issues with Therblig’s planned IPO. While you know enough to know that equity awards are one thing that should not be cheaper by the dozen, you are a bit hazy on the “cheap stock” problem.

Here is what you need to know to avoid the cheap stock trap.

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A Primer on Section 16 Officers

Posted by L&W Capital Markets Group on April 18, 2013

Your old college buddy Sam Baker has just been appointed CFO of Dixie Candles, Inc. While telling Sam about her promotion, Dixie’s CEO mentioned in passing that of course Sam was now a “Section 16 officer” given that the CFO serves as both principal financial officer and principal accounting officer for the company. In her excitement, Sam forgot to ask exactly what was a Section 16 officer, so she calls you for a quick primer.

Here is what you need to know about Section 16 officers:

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IPO On-Ramp - Smoothing the Road to an IPO

Posted by L&W Capital Markets Group on April 04, 2013

Highway on-ramps: you’ve probably driven on them thousands of times and never given them another thought. But it turns out that they are marvels of engineering.

In this installment we are summarizing a legislative marvel: the IPO on-ramp provisions of the JOBS Act, which was signed into law nearly one year ago, on April 5, 2012. The law – which grew out of the recommendations of the IPO Task Force on which Latham’s Joel Trotter served as one of two securities lawyers – passed with overwhelming bipartisan support and in record time. Now that’s something you don’t see every day

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"A Night in Tunisia" Part 2 - Non-Public Submissions from Foreign Private Issuers

Posted by L&W Capital Markets Group on March 27, 2013

In a past installment, we discussed some of the basics of foreign private issuers (FPIs). This week, your good client Dizzy has called to tell you that he wants to take his FPI musical instrument manufacturing company (whose signature product is a trumpet with a distinctive bent horn) public in the United States. He wants to know if he can begin the SEC review process before publicly filing a registration statement for the initial public offering.  Will Dizzy be singing the blues?

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Taking Sides with the Family - Directed Share Programs

Posted by L&W Capital Markets Group on March 13, 2013

Jack Woltz is looking to take his studio, Woltz International Pictures, public. As part of the IPO, Woltz wants to have a directed share program to reward his family, associates and stars for their loyalty and hard work during the developmental years of the studio.

What issues do you need to consider?

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Securing Unsecured Notes (Part II)

Posted by L&W Capital Markets Group on February 27, 2013

Previously, we described the plight of Mr. Wonka and his company, WWCC, a global candy maker and high yield issuer that has fallen on hard times. Mr. Wonka is absolutely thrilled with your proposal to have WWCC grant an “equal and ratable” lien over the factory in favor of WWCC’s outstanding notes. This will allow WWCC to obtain new secured bank financing without breaching the terms of its outstanding notes. Mr. Wonka even offers to take you for a ride in his Great Glass Elevator—if you can just get the deal closed before WWCC runs out of cash! You’re almost there, but keep in mind a few traps for the unwary that will arise when WWCC proceeds to grant liens in favor of the outstanding notes.

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Securing Unsecured Notes (Part I)

Posted by L&W Capital Markets Group on February 13, 2013

Willy Wonka, a local candy maker and CEO of Willy Wonka Candy Company, calls you in a state of high excitement. The global recession is taking its toll on WWCC, and Mr. Wonka needs to raise money quickly. But Mr. Wonka is discovering that no one is willing to lend funds to WWCC on an unsecured basis. Nor are his bankers interested in Mr. Wonka’s offer to sign over the Wonka name—they just want a lien over WWCC’s factory.

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Late for a Very Important Date - Late SEC Filings and the Use of a Shelf Registration Statement

Posted by L&W Capital Markets Group on January 30, 2013

In a past installment, we addressed what Alice Wonderland, the General Counsel of our good public company client, March Hare, Inc., should be aware of in connection with a late SEC filing. This time, Alice called us after March Hare missed the filing deadline for a Form 8-K…..silly rabbit! Alice wants to know whether this affects March Hare’s ability to do a take-down from its currently effective shelf registration statement.

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Apocalypse 2012? Guess Not...

Posted by L&W Capital Markets Group on January 15, 2013

You are working on a public offering for Mayan Vacation Properties, Inc., an operator of resorts in the Yucatan Peninsula.  Mayan is a calendar year filer, and the question has come up when its third quarter interim financial statements will go stale.  That has deal timing implications, of course.

Contrary to certain predictions and beliefs the world did not end on December 21, 2012.  So you can’t rely on B’ak’tun 13 to short-circuit the need to provide an answer.

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Amended Periodic Reports

Posted by L&W Capital Markets Group on December 06, 2012

Your good client, Ferris Bueller, GC of a company that manufactures reversible car odometers, calls to ask for your advice. He called in sick to the office on the day that his company filed its 10-K, so he realized only when the company received a comment letter from the SEC Staff that the as-filed 10-K mistakenly omitted pages. The company must now amend its 10-K, and Ferris is asking about some of the technical aspects.

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