Toppan Merrill - Recent blog posts

In honor of President's Day, the SEC is closed Monday, February 18, 2019. No filings can be received.

Files submitted after 5:30 pm ET, Friday, February 15, 2019 will receive a filing date of Tuesday, February 19, 2019 and will be posted to the public on February 19, 2019.

in sec filing, 2019 Industry Trends, SEC

13 February 2019

Where does XBRL go from here? SEC Commissioner Jackson shares his vision on structured data

The use of structured data, especially XBRL, is accelerating both in the capital markets and at the SEC. Public remarks from SEC commissioners and staff in recent years have clearly established the agency’s ongoing push to modernize all areas of financial disclosure through structured data—well beyond the SEC’s internal operations.

in SEC, 2019 Industry Trends, Dimensions, XBRL

12 February 2019

Main Drivers of M&A Dealmaking in 2019

The market is sending mixed signals regarding the appetite for M&A and IPOs as we enter 2019. Volatility has risen sharply in recent months, but last year closed on a high note, with global M&A value reaching the third-highest level on record at US$3.53 trillion. On the IPO front, several of the largest “unicorn” companies—including Uber, Airbnb, and Palantir Technologies—are reportedly gearing up to go public this year. Yet to start the year, the US government shutdown froze the IPO market, putting a damper on the enthusiasm built up in late 2018.

To understand what dealmakers expect from the M&A and IPO markets in the coming year, Mergermarket on behalf of Toppan Merrill spoke with six experts.

Toppan Merrill question: In your sector of focus, what do you expect to be the main drivers of M&A dealmaking over the year ahead? Is the current economic and business environment conducive to transaction activity in these sectors? Leading industry experts weigh in...

11 February 2019

IPOs and Transactions: February 4 - 8

There were 30 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Ring Energy Inc w/ Baker & Hostetler LLP, Center Coast Mlp & Infrastructure Fund w/ Brookfield Public Securities Group LLC, Vaxart Inc w/ Cooley LLP, Berkshire Hills Bancorp Inc w/ Kilpatrick Townsend & Stockton LLP, Pinduoduo Inc w/ Kirkland & Ellis LLP, Berkshire Hills Bancorp Inc w/ Luse Gorman, PC, Streetshares Inc w/ Manatt, Phelps & Phillips, LLP, Vaxart Inc w/ McDermott Will & Emery LLP, Elanco Animal Health Inc w/ Ropes & Gray LLP, Contravir Pharmaceuticals Inc w/ Sheppard, Mullin, Richter & Hampton LLP, Precipio Inc w/ Sichenzia Ross Ference LLP, Center Coast Mlp & Infrastructure Fund w/ Skadden, Arps, Slate, Meagher & Flom LLP, Pinduoduo Inc w/ Skadden, Arps, Slate, Meagher & Flom LLP, Elanco Animal Health Inc w/ Weil, Gotshal & Manges LLP.

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.

08 February 2019

Video: January Top Law Firms By SEC Transactions

As subject matter experts in transactions i.e. IPOs and M&A, we carefully track the capital markets dealflow… daily, weekly and monthly.

Continue on to view January's top law firms.

in SEC, 2019 Industry Trends

07 February 2019

Disclosure of Hedging by Employees, Officers and Directors

After the financial crisis, Congress passed the Dodd-Frank Act which addressed several executive compensation related provisions, including Pay Ratio and hedging disclosure, in response to concerns from both investors and politicians over excessive compensation. Hedging is a common practice in financial markets where investors can purchase a security that pays when a given security price drop and is designed to offset any decline in stock price. Some executives have purchased hedges in case their company’s common stock price falls. On December 20, 2018 the SEC adopted a new rule Disclosure of Hedging by Employees, Officer and Directors to fulfill the Congressional mandate. This new rule is designed to inform investors about to the company’s policy regarding hedging by its employees.

in SEC, 2019 Industry Trends

06 February 2019

2018 & 2019 Securities Law Developments

Now is the time for public companies to do a deep download of key securities law updates and business developments of the past year so they are positioned for success in 2019. Below is a review of recent securities law developments.

in proxy, 2019 Industry Trends

05 February 2019

Common Pain Points Between Corporations & Start-ups Post Acquisition

Corporate history is littered with examples of large corporates acquiring fast-growing start-ups, only to see them flounder post-acquisition because of misunderstandings, unrealistic expectations and cultural incompatibility.

In the case of Myspace, various factors led to its demise. At one point, News Corp predicted that the site would generate annual revenues of US$1 billion when its takings were only a tenth of that amount. With such a large target to hit, Myspace installed aggressive advertising and pop-ups to increase revenues, but this compromised user experience and audiences moved away. The number of users on Facebook, by contrast, which was not focused on monetization early and had the space to be subtler with its advertising, continued to grow rapidly.

To understand how large companies can effectively integrate fast-growing but culturally different start-ups, Mergermarket on behalf of Toppan Merrill spoke with three experts for their insights.

Toppan Merrill question: What are the most common points of tension between a large company and a start-up after acquisition? What are the best ways of resolving conflicts when they arise? Leading industry experts weigh in...

04 February 2019

IPOs and Transactions: January 28 - February 1

There were 42 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Helmerich & Payne Inc w/ Baker Botts L.L.P., Kimbell Royalty Partners Lp w/ Baker Botts L.L.P., Kiniksa Pharmaceuticals Ltd w/ Conyers Dill & Pearman Ltd., Golfsuites 1. Inc w/ CrowdCheck Law, LLC, Golfsuites 1. Inc w/ CrowdCheck Law, LLC, Cyclerion Therapeutics Inc w/ Cyclerion Therapeutics, Inc., Contravir Pharmaceuticals Inc w/ Ellenoff Grossman & Schole LLP, Biopharmx Corp w/ Fenwick & West LLP, Medalist Diversified Reit Inc w/ Kaplan Voekler Cunningham & Frank, PLC, Kiniksa Pharmaceuticals Ltd w/ Latham & Watkins LLP, Medalist Diversified Reit Inc w/ Loeb & Loeb LLP, Auris Medical Holding Ag w/ Lowenstein Sandler LLP, Kiniksa Pharmaceuticals Ltd w/ Ropes & Gray LLP, Contravir Pharmaceuticals Inc w/ Sheppard, Mullin, Richter & Hampton LLP, Precipio Inc w/ Sichenzia Ross Ference LLP, Cryoport Inc w/ Snell & Wilmer L.L.P., Concrete Pumping Holdings Inc w/ Winston & Strawn LLP.

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.

01 February 2019

SEC Brings Charges in Edgar Hacking Case

Recently, the Securities and Exchange Commission (SEC) announced charges against nine defendants for participating in a previously disclosed scheme to hack into the SEC’s EDGAR system and extract nonpublic information to use for illegal trading. Specifically, the SEC charged a Ukrainian hacker, six individual traders in California, Ukraine, and Russia, and two entities. The hacker and some of the traders were also involved in a similar scheme to hack into newswire services and trade on information that had not yet been released to the public. The SEC charged the hacker and other traders for that conduct in 2015 (see here, here and here).

31 January 2019

Key Takeaways of the 2018 Proxy Season

In the past calendar year we saw an increase in midterm voter turnout—a 50-year record high—and though we did not quite see that big of a jump in shareholder votes, there were certainly some shareholder activism trends and developments to take note of, including the substantial increase in the number of exempt solicitation filings made by institutional and retail investors alike.

in proxy, 2019 Industry Trends

30 January 2019

Benefits and Drawbacks of a Biannual Reporting Period

Unlike some former presidents, Mr. Trump has taken a noticeable interest in SEC policy. In August, he asked the Commission to study switching corporate financial reporting to a biannual schedule in place of the current quarterly system.

To find out what market observers see as the best ways to address this matter, Mergermarket on behalf of Toppan Merrill spoke with four experts.

Toppan Merrill question: In August, President Trump contributed to the debate regarding the merits of quarterly vs biannual financial reporting. What benefits and drawbacks do you feel would accompany a switch to a biannual reporting period? Leading industry experts weigh in...

29 January 2019

Start-up Acquisition Predictions Across Industries

Acquiring a start-up is becoming a popular way for large corporations to modernize internal practices, bring in technology and connect with younger customers. Integrating a start-up into a large conglomerate, however, needs to be done with care to deliver results. Corporate history is littered with examples of large corporates acquiring fast-growing start-ups, only to see them struggle post-acquisition because of misunderstandings, unrealistic expectations and cultural incompatibility.

Toppan Merrill question: Traditionally, acquisitions of startups and young companies have been most common in the tech industry. Do you think we will see more activity of this kind in other sectors going forward? If so, in which sectors do you think deals are most likely to happen and why? Leading industry experts weigh in...

28 January 2019

IPOs and Transactions: January 21-25

There were 17 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Willscot Corp w/ Allen & Overy LLP, Cision Ltd w/ Kirkland & Ellis LLP, Eyenovia Inc w/ Wyrick Robbins Yates & Ponton LLP.

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.

28 January 2019

SEC Fully Operational Following Reopened Government

The SEC has posted an operational status update to notify filers that the SEC is currently open, fully staffed and focused on their mission. This means the SEC will be reviewing registration statements and other filings now.

25 January 2019

2018 Proxy Season in Review

The results of every proxy season tell a story. The 2017 proxy season was a time of change, reciprocal activism, and engagement, with a momentous focus on environmental, social, and governance (ESG) issues. That energy continued into 2018 and the story is a complex one. Though ESG continued to gain momentum, with high levels of support and a record number of withdrawn proposals, the vast majority of ESG proposals failed. Despite this majority failure, the increased support for ESG proposals is a strong indicator these issues are material to shareholders and will likely continue to be so. Proposal topics that secured majority support included, among others, climate risk, coal-related risks, greenhouse gas emissions, gun safety, the opioid crisis, and sustainability reporting.

in proxy, 2019 Industry Trends

24 January 2019

Is the Regulation of Proxy Advisory Firms Necessary?

Over the year ahead, the Securities and Exchange Commission is expected to face a full slate of challenges related to corporate governance and financial disclosure. In particular, the Commission will be reviewing the possible regulation of proxy advisory firms and studying a switch to biannual reporting, among other issues.

To find out what market observers see as the best ways to address these matters, Mergermarket on behalf of Toppan Merrill spoke with four experts.

Toppan Merrill question: The issue of regulating proxy advisory firms is hotly debated. Do you think such regulation is necessary? And what effect do you think it would have on the market? Leading industry experts weigh in...

23 January 2019

The Most Successful Models of Large Companies and Acquired Start-ups Working Together

In July 2005, News Corporation acquired social network Myspace for US$580 million. A year later it became the most visited website in the US and at one stage was valued at US$12 billion. Yet for all its initial success, Myspace would never deliver on its potential. In 2008, Facebook overtook Myspace in web traffic rankings and by 2011 the site had shed nearly a third of its users. A few months later it was sold for an undisclosed sum, said to be around US$35 million.

Corporate history is littered with similar examples of large corporates acquiring fast-growing start-ups, only to see them flounder post-acquisition because of misunderstandings, unrealistic expectations and cultural incompatibility.

Toppan Merrill question: In your experience, what are some of the most successful models of large companies and acquired startups working together? Leading industry experts weigh in...

22 January 2019

IPOs and Transactions: January 14 - 18

There were 27 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Brainsway Ltd w/ Agmon & Co. Rosenberg Hacohen & Co., Brainsway Ltd w/ Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co., Brainsway Ltd w/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Smartcard Marketing Systems Inc w/ SmartCard Marketing Systems Inc., Brainsway Ltd w/ Torys LLP, Dariohealth Corp w/ Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.