Words of Wisdom

Category Archives: Filing with the SEC

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Hail, Hail Freedonia: Frequently Asked Questions About SEC Registration on Schedule B by Foreign Governments

In the Marx Brothers’ movie Duck Soup, the finances of the mythical and bankrupt country of Freedonia depend on continuing loans from the wealthy Mrs. Teasdale (played by the unflappable Margaret Dumont). For her part, Mrs. Teasdale insists that Rufus T. Firefly (played by Groucho Marx) be named as Freedonia’s leader. It apparently never occurs … Continue Reading

The Latham US IPO Guide – An Insider’s Guide to the IPO Process

Your tech startup, Input Process Output, Inc., is wildly successful. Everyone is telling you it’s time to start thinking about taking IPO public, but how do you know whether it’s the right move? The Latham US IPO Guide explains what you need to know about how to plan and execute a successful IPO in a … Continue Reading

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

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 … Continue Reading

Consents, Part 3

The Dude is enthusiastic about his chain of bowling alleys and convinced his IPO will succeed famously. (Section 11 devotees might recall another famous, or infamous, bowling alley company, B & C Bowling Alley Builders, better known as BarChris Construction Corp., see Escott v. BarChris Construction Corp., 283 F. Supp. 643 (S.D.N.Y. 1968)). But the … Continue Reading

Consents, Part 1

Your eccentric client Jeff “The Dude” Lebowski is on the line. The Dude’s latest venture, a chain of bowling lanes, has taken off, and The Dude is anticipating issues for the IPO. The Dude wants you to prepare him for a meeting with his auditors (and bowling team members), Sobchak & Kerabatsos, to go over … Continue Reading

13G Valentine’s Day Special

Valentine’s Day is fast approaching. Fun Fact No. 1: The first recorded association of romance and Valentine’s Day dates from the 14th Century (in Chaucer’s Parlement of Foules). Fun Fact No. 2:  Under the SEC’s rules for beneficial ownership reporting, in addition to buying a card, booking a restaurant, etc., you should be thinking about … Continue Reading


This week, our good client, McFadden Friendly Real Estate Investments, which is currently developing the “Casper’s World” office complex/theme park, is looking to expand its real estate empire and merge with Wendy’s Good Little Investments.  In connection with this transaction, a registration statement on Form S-4 will need to be filed.  McFadden’s general counsel, Seymour … Continue Reading

Where the Filed Things Are: Legal Opinion Exhibits in SEC Filings

In prior Weekly Words, we took a look generally at exhibits to SEC filings, exhibits to exhibits, personal information in exhibits and exhibit only filings. Today, we delve into one species of exhibits—legal opinions.  Let’s run through a few key points on how to stare into the yellow eyes of the Wild Things,1 as well … Continue Reading

One Hit Wonders: A Few Quick Hits on Recent Issues

This week we highlight questions from our reader mailbag on discrete issues of interest that were crying out “Take on Me”1 for this edition of Words of Wisdom. We are working with A Flock of Seagulls, Inc., on its IPO. AFOS’s financial statements are “stale,” but the CEO, Eileen Dexys is insisting we file the Form … Continue Reading

Late for a Very Important Date–Consequences of Late SEC Filings and the Application of Rule 12b-25

Alice Wonderland, General Counsel of March Hare, Inc., calls you to let you know that the company won’t file its 10-K on time.  Is March Hare headed down the rabbit hole?  What can be done?    If an SEC registrant cannot file a periodic report (such as a Form 10-K, a Form 10-Q or Form 20-F) … Continue Reading

Upsizing a Shelf: What Price is Right?

In a prior entry, we discussed how to upsize a shelf offering, and focused on using an immediately effective, short-form Rule 462(b) registration statement to add additional shares or additional transaction size. We’re returning to the same scenario—upsizing a non-WKSI S-3 shelf. But this time we are going to illustrate that the choice you make upfront … Continue Reading

“DC Confidential” — Take Two: Keeping Supplemental Materials Confidential

When we last visited our good client, Sid Hugdens, he was in the midst of taking his media company public and had successfully submitted a confidential treatment request for certain exhibits filed in connection with his company’s registration statement on Form S-1. Now, the SEC examiner wants to know “who is Rollo Tomasi?” and asks … Continue Reading

“DC Confidential” — Preparing Confidential Treatment Requests

Part I — Securities Act and Exchange Act Filings Your good client Sid Hudgens1 is taking his media company public. The company has certain large contracts that contain highly sensitive commercial terms (and would blow the lid off a major municipal corruption scandal, but that’s a story for another day). He asks you whether they can … Continue Reading

SOX Certifications for Amended Periodic Reports

We’re talking SOX this week – not the Boston Red Sox or even the Chicago White Sox, but the Sarbanes-Oxley Act of 2002. SOX contains two required certifications from public company CEOs and CFOs, Section 302 and 906. The certifications are similar but not identical, particularly because Section 302 required the SEC to engage in rulemaking under … Continue Reading

Exhibit-Only Filings

An issuer has filed a shelf registration statement on Form S-1, which has gone effective. Let’s say it wants to add a subsequently executed agreement as an exhibit to the registration statement. Can it do so by means of an automatically effective post-effective amendment? Yes, a Form S-1 issuer may file an automatically effective post-effective amendment to … Continue Reading