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  The much anticipated registration statement for the Facebook initial public offering (IPO) was filed on February 1, 2012. The S-1 registration statement still has a fair amount of information yet to be determined but it does provide some initial insight that includes the significant stockholders, risk factors and material exhibits.  Facebook is being advised [...]

  The Securities and Exchange Commission (SEC) recently updated its implementation timeline for new rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). One of the rules, disclosure related to “conflict minerals”, is now tentatively scheduled to be finalized sometime between January and June of 2012. The proposed rule was released in [...]

The Securities and Exchange Commission’s Division of Corporate Finance issued Disclosure Guidance Topic number 4 on January 6, 2012 regarding European sovereign debt exposures. This guidance was precipitated by the inconsistent disclosure “in both substance and presentation” provided by registrants, both domestic and foreign private issuers.  The Division of Corporate Finance was particularly concerned with [...]

Foreign Corrupt Practices Act Trends The Foreign Corrupt Practices Act (FCPA) has recently been in the news again. On December 13 the Securities and Exchange Commission filed a civil action in the Southern District of New York against seven former executives of Siemens AG for allegedly bribing senior government officials in Argentina. Also this month [...]

SEC Comment Letter Process Update The Securities and Exchange Commission released an update to their filing review process on December 1st. Beginning January 1, 2012, the staff will release the comment and response letters as early as 20 days following the completion of a filing review. This is down from the current 45 day policy. [...]