Securities Regulation Updates from Cooley LLPhttp://www.cooley.comBy Cydney Posner And speaking of draft registration statements from EGCs, thecorporatecounsel.net blog notes that LegalZoom has publicly filed its S-1 after making a confidential submission shortly after the process became available.  The leads are Morgan Stanley and BofA. Presumably, the pr...http://www.cooley.com/shownewsbrief.aspx?Show=66490Mon, 14 May 2012 00:00:00 GMTBy Cydney Posner The SEC has posted an update regarding confidential submissions by EGCs of IPO registrations statements under the JOBS Act. ht Corp Fin has now implemented a secure e-mail system for confidential submissions that will allow the staff to securely correspond with companies. (Foreign ...http://www.cooley.com/shownewsbrief.aspx?Show=66488Mon, 14 May 2012 00:00:00 GMTBy Cydney Posner The NYSE has filed a proposed rule change to conform to the JOBS Act by allowing companies to list with only two years of audited financial statements.  The proposal would amend the initial financial listing standards in Sections 102.01C and 103.01B to permit an EGC that elect...http://www.cooley.com/shownewsbrief.aspx?Show=66483Fri, 11 May 2012 00:00:00 GMTBy Cydney Posner Following up on the Wal-Mart debacle (discussed in the April 22 posting), this week's New Yorker has an interesting article regarding the economics of the FCPA.  The SEC has been active, to say the least, in the last decade in enforcing the FCPA. However, this trend is fairly ...http://www.cooley.com/shownewsbrief.aspx?Show=66468Wed, 09 May 2012 00:00:00 GMTBy Cydney Posner FINRA has announced that, on June 4, 2012, it will introduce a new public offering filing system replacing COBRADesk, which will be retired on June 20, 2012. FINRA Regulatory Notice 12-22 The new system will be used for public offerings that are required to be filed under FINRA Rul...http://www.cooley.com/shownewsbrief.aspx?Show=66451Sun, 06 May 2012 00:00:00 GMTBy Cydney Posner Corp Fin has posted a number of new CDIs related to the JOBS Act section regarding scaled disclosure and EGCs  Debt securities issued in an A/B debt exchange offer do not need to be counted towards the $1 billion debt limit for purposes of determining whether a company has...http://www.cooley.com/shownewsbrief.aspx?Show=66440Thu, 03 May 2012 00:00:00 GMTBy Cydney Posner It didn't take long. As reported in this Reuters piece (and as predicted below), just a few days after the negative say-on-pay vote, Citigroup's CEO and the board were sued for breach of fiduciary duty.  Here is the complaint, courtesy of the corporatecounsel.net blog. http://www.cooley.com/shownewsbrief.aspx?Show=66410Tue, 24 Apr 2012 00:00:00 GMTBy Cydney Posner Late last week, the SEC approved, on an accelerated basis, a Nasdaq proposal to adopt, as an alternative to the $4 minimum bid price initial listing requirement for the Nasdaq Capital Market, a closing price of either $2 or $3, if certain other listing requirements are met.  N...http://www.cooley.com/shownewsbrief.aspx?Show=66403Mon, 23 Apr 2012 00:00:00 GMTBy Cydney Posner Coincidentally, Wal-Mart is also one of the subjects of a Gretchen Morgenson column in Sunday's New York Times.  The column discusses the signs of a trend for groups of employees to band together to submit shareholder proposals. Apparently, this year a small group of Wal-Mart ...http://www.cooley.com/shownewsbrief.aspx?Show=66405Sun, 22 Apr 2012 00:00:00 GMTBy Cydney Posner Following is a link to an amazing investigative piece that appeared in Sunday's New York Times regarding allegations of a major bribery case (FCPA violations) at Wal-Mart's Mexican subsidiary and cover-up at the executive level. It's very detailed and describes how the company...http://www.cooley.com/shownewsbrief.aspx?Show=66404Sun, 22 Apr 2012 00:00:00 GMT