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We help you manage being a public company in a practical, efficient, hands-on manner that is consistent with your business objectives.
Email: jhouston@fredlaw.com
Office: 612.492.7392
Email: mrose@fredlaw.com
Office: 612.492.7162
Mergers & Acquisitions
Corporate Governance
Executive Compensation & Benefits
Securities
Real Estate Investment Trusts (REITs)
At Fredrikson & Byron, we’ve built a reputation as the firm “where law and business meet,” which means understanding our clients’ businesses, industries, and unique needs is at the heart of our mission. We focus on managing your SEC-related obligations in a practical, efficient, hands-on manner that is consistent with your business objectives.
Here is how our style works for you:
Fredrikson & Byron’s Public Companies group helps companies, directors and shareholders manage their SEC and stock market filings and obligations, internal compliance procedures, corporate governance matters and transactions. Our client base includes established businesses and growth companies in a wide range of industries such as life sciences, manufacturing, distribution and retail. With each client, we strive to find the solutions it needs to reach its business goals.
Our team of more than 20 attorneys and paralegals understands the needs of public companies and their directors and shareholders. Each client receives the benefit of deep bench strength coupled with a focus on delivering responsive, cost-effective and tailored service. We are flexible in our styles and routinely work with CFOs, controllers, in-house attorneys and other SEC and financing service providers.
You can access our deep experience with any of the following services:
Public Company Reporting
Board and Management Advice
Shareholder and Investor Relations
Beneficial Ownership Reporting
Transactions
We are primary SEC counsel, and also serve as special SEC and committee counsel, to many public companies located in Minnesota and throughout the United States. Our services reach a wide-range of public companies including pre-revenue companies and smaller reporting companies such as Arno Therapeutics and Sajan, mid-cap companies like Arctic Cat and Titan Machinery and large, mature companies such as Medtronic. Our clients include:
June 17, 2019
Fredrikson & Byron acted as legal counsel to Bio-Techne Corporation (NASDAQ: TECH), a global life sciences company providing innovative tools and bioactive reagents for the research and clinical diagnostic communities, in its acquisition of B-MoGen Biotechnologies Inc.
May 20, 2019
Later this summer, audit reports for large accelerated filers will include a new section addressing “critical audit matters,” which “will be a dramatic change in auditor reporting and is expected to generate significant media attention, particularly in the first year of adoption.”
On May 9, the SEC proposed amendments to Exchange Act Rule 12b-2 that would revise the “accelerated filer” and “large accelerated filer” definitions in order to reduce costs for certain lower-revenue companies.
The SEC recently announced a streamlined procedure for registrants to apply for an extension of confidential treatment for previously granted requests under the traditional CTR regime.
On May 10, the SEC approved the Long-Term Stock Exchange’s application to become a national securities exchange, clearing the way for the San Francisco-based company to launch the nation’s 14th stock exchange.
A new study by Corporate Board Member and Compensation Advisory Partners surveyed 258 public company board members to “determine how board members measure performance and incorporate it in their company’s incentive compensation plans.”
April 15, 2019
On March 20, the SEC announced that it had adopted final rules to modernize and simplify certain disclosure requirements in Regulation S-K.
On April 1, the SEC issued guidance to assist registrants in complying with the new rules and procedures governing the redaction of exhibits.
The SEC recently updated its compliance and disclosure interpretations (CDIs) to provide guidance on what disclosure of directors’ self-identified diversity characteristics is required under Item 401 of Regulation S-K and, with respect to director nominees, under Item 407.
The proposed legislation would require any proxy statement relating to the election of directors to include disclosure of certain self-identified diversity characteristics of the company’s directors, director nominees and executive officers.
Two new publications by Deloitte and Ernst & Young provide useful data to assist boards in comparing their own composition, views and practices to those of other boards.
“Corporate boards are very stable. That’s not necessarily a good thing.” So begins an article published late last year in The Wall Street Journal, discussing the findings of the 2018 U.S. Spencer Stuart Board Index.
October 30, 2018
SEC Enforcement Division Co-Directors Stephanie Avakian and Steven Peikin recently gave speeches looking back on fiscal year 2018, which ended on September 30 and was their first full fiscal year in office. Both speeches dispute the notion that fiscal year 2018 saw a decline in the SEC’s enforcement activity.
The movement to increase the number of women in the boardroom has gained momentum since The Ticker published “Spotlight on Gender Diversity in the Boardroom,” in February.
On October 18, a group of high profile CEOs and institutional investors released version 2.0 of the Commonsense Principles, a set of corporate governance principles for public companies, their boards and their institutional investors.
In an October 16 press release, the SEC said that companies hit by Michael will receive an extension on certain filing deadlines.
With the second year of pay ratio disclosures approaching, most public company counsel will likely feel that the worst is behind them now that they have a process in place and important personnel are up to speed.
In light of recent outages of Edgar’s filing system, this blog post from The Corporate Counsel discusses the SEC’s transparency (and historic lack thereof) with respect to such down time.
September 25, 2018
In a September 19 press release the SEC indicated that companies hit by Hurricane Florence will receive an extension on certain filing deadlines.
On September 11, the SEC announced that Elad Roisman had been sworn into office as an SEC Commissioner by SEC Chairman Jay Clayton.
On September 6, the SEC announced an award of $39 million to one whistleblower and $15 million to another, stating that the whistleblowers’ “critical information and continued assistance helped the agency bring an important enforcement action.”
On September 18, Institutional Shareholder Services released the results of its 2018 Governance Principles Survey.
On September 12, proxy advisory firm Glass Lewis issued a release indicating that it will incorporate guidance on material environmental, social and governance matters from the Sustainability Accountability Standards Board in several of its research and advisory products.
August 28, 2018
On August 17, the SEC adopted amendments to Regulation S-K intended to simplify and update disclosure requirements, including disclosure requirements that had become duplicative or outdated.
On August 13, President Trump signed into law the Foreign Investment Risk Review Modernization Act, which expands the role of the Committee on Foreign Investment in the United States in reviewing national security concerns arising from transactions in which foreign individuals or entities invest in or acquire U.S. businesses.
On July 18, the SEC announced that it had taken two steps towards allowing companies to more easily pay their employees in stock while still complying with federal securities laws.
On June 28, the SEC announced that it had voted to amend the definition of “smaller reporting company” to expand the number of companies that qualify for certain existing scaled disclosure accommodations.
On June 28, the SEC announced that it had voted to amend existing requirements for companies to submit financial statement information in machine-readable format using eXtensible Business Reporting Language.
June 26, 2018
Many public companies are unprepared for the January 1, 2019, deadline for implementation of the new lease accounting standard.
The Main Street Investors Coalition was launched in response to the recent shift of institutional investor focus to environmental, social and governance issues.
A recent article in The Wall Street Journal examines the emerging trend of corporate ethics and compliance officers using “nudges” to promote ethical behavior among employees.
Record-setting stock buybacks following enactment of the Tax Cuts and Jobs Act have riled critics.
Recent SEC activity around cybersecurity has led to increased focus on internal reports of breaches and vulnerabilities and the attendant internal control deficiencies.
In a May speech, Deputy U.S. Attorney General Rod Rosenstein announced the DOJ’s policy to avoid the application of duplicative penalties by multiple regulatory bodies.
May 7, 2018
Virtual shareholder meetings continue to rise in popularity, with 236 companies holding virtual meetings in 2017 and at least 300 expected to do so in 2018.
On April 25, shareholders of General Electric Company (GE) approved KPMG LLP as the company’s auditor for another year, but only by a margin of 65 percent “for” to 35 percent “against.”
The SEC says it will not second-guess good faith judgments about whether, when and how public companies should disclose cybersecurity breaches, but its April 24 announcement of a $35 million settlement shows that sufficiently egregious disclosure failures will be punished.
With the so-called universal proxy rule stalled at the SEC since its proposal in late 2016, some investors have been taking matters into their own hands.
As initial public offerings rebound, the issue of thin trading has arisen.
Recent developments in the corporate bond market are sparking regulatory attention in the U.S. and abroad.
April 13, 2018
Soon after he was sworn in last year, SEC Chairman Jay Clayton gave a speech in which he encouraged companies to use Rule 3-13 to request relief from unduly burdensome financial reporting requirements.
The implications of the Cyan decision are grim for public companies and their D&O insurance carriers.
U.S. and global M&A are booming, but companies cannot assume that all deals will avoid federal challenge.
With women and minorities still holding barely more than a third of public company board seats by all accounts, some institutional shareholders are withholding votes from some or all board nominees if the boards fail to meet diversity criteria.
Despite expert warnings that individual company disclosures mandated by the newly-effective pay ratio disclosure rule can be “meaningless” or “misleading,” overall data patterns can help benchmarking.
In recent years, accounting and finance professionals have wrestled with the implementation of new GAAP standards in the areas of revenue recognition, leases and credit losses.
March 15, 2018
On February 21, the SEC issued a statement and interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.
In addition to imposing strong sanctions on Wells Fargo, the Federal Reserve Board has publicly posted letters of reprimand issued to the bank’s former CEO/board chair (in his capacity as chair), former independent lead director and current board, criticizing their ineffective oversight.
Might the SEC require sunsetting of dual-class shares listed on stock exchanges?
Small public companies may soon find life easier when it comes to filing forms and accessing capital, thanks to pending initiatives in Congress and at the SEC.
Is relief on the way for defendants targeted in state court class actions based on alleged violations of the Securities Act of 1933?
In-house compliance programs suffered a blow by the U.S. Supreme Court’s recent decision in Digital Realty Trust, Inc. v. Somers.
February 19, 2018
“Press for Progress” is the theme of this year’s International Women’s Day, coming up on March 8. Fittingly, gender diversity in the boardroom has recently received attention from the SEC, the world’s largest asset manager and the business press.
In his most-recent annual letter to CEOs of the companies in BlackRock’s portfolio, BlackRock CEO Larry Fink calls on companies to “serve a social purpose” and to articulate how they make “a positive contribution to society.”
As board members weigh their priorities for 2018, they would do well to consider a famous quote attributed to Dwight D. Eisenhower: “What is important is seldom urgent and what is urgent is seldom important.”
Form 10-K filers must comply with public company accounting standards, but that is easier said than done these days.
For public companies wondering when long-pending Dodd-Frank rules will hit, SEC Chairman Jay Clayton has promised action.
While the Trump Administration is known for its deregulatory approach, including a January 25 decision by the Department of Justice to end “use of civil enforcement authority to enforce agency guidance documents,” SEC enforcement action continues apace.
January 19, 2018
The arrival of 2018 means that most public companies will be required to comply with the SEC’s pay ratio disclosure rule in their next annual meeting proxy statement or Form 10-K.
Are activist investors using the Freedom of Information Act (FOIA) to obtain information about your company in order to guide their investment or engagement decisions?
Advocates of the new tax law, generally referred to as the Tax Cuts and Jobs Act, promised that it would “deliver more jobs, fairer taxes and bigger paychecks.”
Will the Tax Cuts and Jobs Act have a material impact on your company’s tax position? If so, how will you calculate and disclose it?
IPOs that “once took seven months to go from announcement to trading are now taking less than 50 days,” according to reporting by Bloomberg.
December 15, 2017
On December 13, the Delaware Supreme Court issued an opinion, In Re Investors Bancorp, Inc. Stockholder Litigation, with significant implications for director compensation under equity incentive plans.
Stock prices drop significantly when companies fail to file Forms 10-Q and 10-K on a timely basis, even when management pledges to meet the extended deadlines afforded by Rule 12b-25, according to a recent study by researchers at New York University and the University of California at Berkeley.
A statement released by the SEC in connection with a recent accounting conference provides a useful and easily digestible recap of recent developments affecting all professionals involved in public company financial reporting.
While the current tax reform compromise announced December 13 may boost pay overall, it could also eliminate certain familiar compensation tax breaks for companies and their executives.
New proxy voting guidelines from Institutional Shareholder Services (ISS), issued November 16, include a new voting guideline on director pay.
The current wave of high-profile sexual harassment scandals is prompting rapid changes in workplaces far beyond Hollywood, according to a recent report in The Wall Street Journal. But sexual harassment is not the only type of workplace discrimination.
November 20, 2017
After the most expensive proxy fight in history, it appears that Nelson Peltz has narrowly won a seat on the board of consumer goods giant Procter & Gamble (P&G).
At a recent securities conference, Steven Peikin, co-director of the SEC’s enforcement division, indicated the SEC would “drop the ‘broken windows’ strategy of pursuing many cases over even the smallest legal violations,” according to a report in The Wall Street Journal.
On November 15, the SEC’s enforcement division issued a report highlighting its priorities for the coming year and looking back at its enforcement actions during fiscal year 2017, which ended on September 30.
The SEC recently approved a new auditing standard aimed at enhancing the relevance and usefulness of the auditor’s report to investors.
Companies and investors fed up with our public markets’ excessive focus on short-term earnings and profits at the expense of long-term strategy may be interested in the Long Term Stock Exchange (LTSE), a new governance model emerging from Silicon Valley that was recently featured in The Wall Street Journal.
General Electric Company plans to adopt a “back-to-basics” approach to its financial reporting, said incoming CFO Jamie Miller in the company’s recent third quarter earnings call.
October 26, 2017
Fredrikson acted as legal counsel to Celcuity Inc. in its initial public offering of 2.76 million shares of common stock with total gross proceeds of $26.2 million, before underwriting discounts and offering expenses.
October 23, 2017
As if busy CEOs and CFOs did not have enough to worry about, researchers have begun leveraging powerful computers and sophisticated algorithms to link executives’ word choice and behavior during earnings calls to subsequent stock performance.
Two reports published last month by Ernst & Young analyze trends in SEC comment letters for the year ended June 30, 2017.
Are your directors “overboarded”? What would proxy advisors say?
Companies hit by hurricanes Harvey, Irma or Maria will receive an extension on certain filing deadlines, said the SEC in a September 28 press release.
It is illegal to retaliate against a whistleblower, but who is considered a whistleblower?
It is illegal to retaliate against a whistleblower, but what is retaliation?
September 27, 2017
Companies seeking guidance on complying with the pay ratio rule in their 2018 proxy statements now have it in “boatloads.”
Two recent reports on the 2017 proxy season highlight the rising tide of successful shareholder resolutions seeking more disclosure on climate change preparedness, among other issues.
In a September 21 speech, SEC Deputy Chief Accountant Sagar Teotia shared several observations regarding implementation of the new GAAP standards in the areas of revenue recognition, leases and credit losses.
Venture capital firms Social Capital and Hedosophia made headlines by raising $600 million in an initial public offering of Social Capital Hedosophia Holdings Corp., a special purpose acquisition company, or SPAC.
The SEC recently fined an outsourced chief compliance officer $30,000 and suspended him from holding any position in the securities industry for one year after he allegedly submitted inaccurate information in a filing for two affiliated investment advisory companies.
Large employers will not have to report employee pay by gender and race in their EEO-1 forms after all, thanks to a recent deregulatory stay.
April 28, 2017
Fredrikson & Byron acted as legal counsel to Sajan Inc. (NASDAQ: SAJA), a full-service language translation and localization services provider, in its merger agreement with AMPLEXOR International SA, a leading digital solution provider headquartered in Luxembourg.
April 8, 2016
Fredrikson & Byron acted as legal counsel to Bio-Techne Corporation (NASDAQ: TECH), a global life sciences company providing innovative tools and bioactive reagents for the research and clinical diagnostic communities, in its acquisition of Zephyrus Biosciences, Inc.
February 5, 2016
The Securities and Exchange Commission (SEC), through its Office of Compliance Inspections and Examinations (OCIE), has published its exam priorities for 2016. According to the SEC, these priorities reflect certain practices and products that may present heightened risk to investors and/or the integrity of the U.S. capital markets.
September 11, 2015
The SEC recently provided guidance on how delinquent filers can come back into compliance without filing all of their missed Exchange Act reports. The process involves a catch-up filing of a Form 10-K for the most recently completed fiscal year with “all material information that would have been included in those filings.”
August 6, 2014
By John H. Stout & Elizabeth M. Dunshee
Increasingly shareholders, other stakeholders and regulators are seeking greater board turnover and diversity in board composition as the tenure of directors, age limits and term limits increase. Unquestionably, board performance begins with board composition, the character, integrity, competence and skills of those who comprise the corporation’s governing body. Selection, oversight, evaluation, compensation, and if necessary, termination of the CEO, equally as important as board composition, depends on the character, fortitude, experience and skills of those who comprise the Board of Directors. Board composition remains one of the most, if not the most, challenging aspects of corporate governance. Below are thoughts respecting tools that boards may use to address board composition and increasing concerns about overly long director tenure.
April 4, 2014
Fredrikson & Byron acted as legal counsel for Techne Corporation in its $10 million equity investment in CyVek.
March 14, 2014
Fredrikson & Byron acted as legal counsel for Medtronic, Inc. in its public offering of $250 million principal amount of its 0.875% Senior Notes due 2017, $250 million principal amount of its floating rate Senior Notes due 2017, $850 million principal amount of its 3.625% Senior Notes due 2024, and $650 million principal amount of its 4.625% Senior Notes due 2044.
September 1, 2013
Recent high-profile insider trading cases brought by the SEC and the DOJ have resulted in hefty prison sentences, fines and settlements.
