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New Regulation FD

In recent days (April 2 to be exact), the U.S. Securities and Exchange Commission (“S.E.C.“) issued a report that said that Regulation FD could be satisfied by issuers by posting disclosure to social media sites.  To us, this is a logical extension of the J.O.B.S. Act since its intention was to allow small companies to capitalize themselves through the larger reach of the Internet. The S.E.C. release, available at http://www.sec.gov/news/press/2013/2013-51.htm, provides more insight.

Regulation FD is very important for publicly traded companies – it basically states that all investors should receive good and proper information disclosure from publicly traded companies at the same time.  Only certain venues were considered proper outlets to post “Press Releases” and even information on the company’s website was limited and specified.  Nothing worse than getting a comment from the S.E.C. on a registration statement relating to improper disclosure on the company’s own website – news sections posting information news before the official press release or 8K, company newsletters that disclose something improperly, etc.  Here is the S.E.C.’s definition of Regulation FD (http://www.sec.gov/answers/regfd.htm).

Here are some simple rules that we train our client organizations to follow:

  1. Create an “Investors” section of their website.  Link to other public venues for quotes, etc. such as Yahoo! Finance, Google Finance, Market Watch, OTC Markets.
    1. List board members, including committees.
    2. List transfer agent.
    3. List company’s SEC counsel.
    4. List company’s Ethics Statement.
  2. Create a “News” section of website wherein only items that have been released officially through a Regulation FD authorized distributor, such as Market Wire, Mac Report, Business Wire, etc..
  3. Create a “BLOG” section of website for opinions.
  4. Always release information as follows:
    1. Issue 8K, if required.
    2. Issue press release through FD authorized distributor.
    3. Put exact copy of press release on company’s website.
    4. Put exact copy or link to press release on LinkedIn and Facebook company pages.

      Image representing LinkedIn as depicted in Cru...

      Image via CrunchBase

Disclosure is a “by the numbers” issue, meaning every company should come

Image representing Yahoo! Finance as depicted ...

Image via CrunchBase

up with a standard operating procedure (“SOP”) and follow it religiously – more to ensure that news gets the largest reach but also to ensure that a company doesn’t go afoul of the authorities.

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Going public or going private

This last week, the Houston Business Journal for the week of July 20 – 26, 2012 had two divergent articles (“Are you considering going public?” and “Are you considering going private?“) – appropriate as part of the FOCUS section on Public/Private Companies report.  If you are at interested in the process of being a public company, this is a must read.

Public companies

The first article was a great read.  As I have summarized many times before, being a public company is a dual edged sword – there are benefits, but the costs are substantial.  Here are the benefits that the article summarized:

  • Ongoing access to capital
  • Able to provide [public stock] incentives to employees
  • Enhanced prestige with businesses and individuals

But at what cost?

  • Owners must relinquish some amount of control (except if you are Facebook CEO Mark Zuckerberg who had such a hot property, he was able to retain 51% control during an IPO)
  • Dealing with regulators and shareholders

That’s where a team comes in – if you have a huge company (like a Small Cap corporation, which is $2B to $250M in market capitalization), then the investment bankers will be interesting in helping you.  If your company is more modest, that’s when you call in teams like Rhodes Holdings LLC and its partners, including Re-Cap Marketing and Consulting and others.  Our strategy engagements gets you ready, and helps you retain the professionals focused on the Micro Cap arena (below $250M in market capitalization).

On the other hand, going private

 

 

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After Facebook IPO debacle, finger-pointing begins

Everyone needs to understand – an IPO is for the company’s current shareholders [who are selling stock] and the company’s operation’s benefit [because money was raised to fund operations], not the investors who buy shares in the open market after the IPO.

If you look at the IPO in those terms, it was a success!

Here is the MSNBC article:

After Facebook IPO debacle, finger-pointing begins.

 

 

 

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Securities in America, what’s changing

stock market

stock market (Photo credit: 401K)

Every since the Jump-start Our Businesses Start-ups, or JOBS Act, was signed into law this last week, there have been a number of items of interest coming out in the press.

Community Banks and Second Markets Holdings Inc.

The article just released today in the Houston Business Journal entitled, “A stock market for Houston, other community banks?” brought out some great points, but missed the biggest one – this is not a new issue.  The federal government enacted laws, and continues to enact laws and taxes, that severely hamper the transfer of shares, restricted or otherwise.

SecondMarkets.com provides a great service – Rhodes Holdings LLC and its parent are members of their service.  Recently they were in the news since many Facebook shares were traded over their service, or more properly, in their market.  We got involved with their market as they were liquidating many of the mortgage and bond packages caused by the 2007 – 2008 financial melt down.

Now that the JOBS Act will introduce a whole new set of investors to investing in start-ups with a plan and gumption enough to take advantage of the markets / PPM portals that will inevitably pop up, Second Markets stands out as a top end portal.

 

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