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Public Companies
We help you manage being a public company in a practical, efficient, hands-on manner that is consistent with your business objectives.
MAIN CONTACT
Email: jhouston@fredlaw.com
Office: 612.492.7392
Email: mrose@fredlaw.com
Office: 612.492.7162
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What We Do
A Style You Will Appreciate
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:
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Practical business solutions that focus on your business and provides legal advice that gets results
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Creativity that draws from deep and broad experience and our understanding that great solutions are not always complicated or expensive
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Relationship-focused approach that works with you to find solutions to accomplish your goals
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Excellent service using a cost-effective and dedicated team approach to ensure responsiveness
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.
Experience
Experience That Works For You
You can access our deep experience with any of the following services:
Public Company Reporting
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Periodic and annual reports
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Compensation and benefits disclosures
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Sarbanes-Oxley and Dodd-Frank compliance
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Compliance with NYSE, Nasdaq and other market listing requirements
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Confidential treatment requests, no-action letters and responses to SEC comments
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Shareholder proposals and activism
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Insider trading and other compliance policies
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SEC investigations and enforcement
Board and Management Advice
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Advise boards and committees on structure and duties
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Manage relationships between the board, shareholders, management and other corporate constituencies
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Executive compensation and employee benefits
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Evaluate conflicts of interest and corporate opportunity issues
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Corporate, legal and ethical investigations and compliance reviews
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Board and officer fiduciary duties
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Board composition, procedures and charters
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Directors’ and officers’ liability and insurance
Shareholder and Investor Relations
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Proxy statements
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Annual meetings
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Shareholder and market communications
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Share repurchase programs
Beneficial Ownership Reporting
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Prepare and file Section 13 and 16 reports
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Advise on beneficial ownership reporting requirements
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Short-swing profit issues
Transactions
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Public offerings and private placements
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Venture capital and institutional investments
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Mergers, acquisitions, divestitures, spin-offs and going private transactions
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Negotiating underwriting and other financing agreements
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Assistance with valuation
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Shareholder agreements
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Evaluate financing alternatives and assessing organizational structures
Representative Clients
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:
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Public companies
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Private companies seeking to access the public markets
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Boards of directors and special committees
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Shareholders
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Strategic and venture capital investors
News & Articles
SEC Extends Filing Deadlines for Victims of Hurricane Florence; Updated Fees for SEC Filers
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.
Read MoreTrump Administration’s Agenda Receives Boost as SEC Returns to Full Complement of Five Commissioners; SEC Chairman Cautions Against Reliance on Staff Views
September 25, 2018
On September 11, the SEC announced that Elad Roisman had been sworn into office as an SEC Commissioner by SEC Chairman Jay Clayton.
Read MoreNotable Whistleblower Awards; Outcry Against SEC’s Proposed Cap
September 25, 2018
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.”
Read MoreISS Releases Summary of Results of its 2018 Governance Principles Survey
September 25, 2018
On September 18, Institutional Shareholder Services released the results of its 2018 Governance Principles Survey.
Read MoreGlass Lewis to Incorporate SASB Industry-Specific ESG Guidance in Proxy Analytic Materials
September 25, 2018
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.
Read More
SEC Adopts Simplified Disclosure Requirements
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.
Read MoreExpansion of National Security Review of Foreign Investments
August 28, 2018
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.
Read MoreSEC Expands Companies’ Ability to Issue Securities Pursuant to Compensatory Arrangements, Solicits Public Comment on Further Modernization
August 28, 2018
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.
Read MoreSEC Amends Definition of ‘Smaller Reporting Company’
August 28, 2018
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.
Read MoreSEC Adopts Inline XBRL for Submission of Financial Statement Information, Eliminates Website Posting Requirement
August 28, 2018
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.
Read MoreHelp for Audit Committees Overseeing Implementation of New Lease Accounting Standard
June 26, 2018
Many public companies are unprepared for the January 1, 2019, deadline for implementation of the new lease accounting standard.
Read MoreCoalition Formed to Coordinate Pushback on ESG Activism
June 26, 2018
The Main Street Investors Coalition was launched in response to the recent shift of institutional investor focus to environmental, social and governance issues.
Read MoreUsing ‘Nudges’ to Promote Ethical Behavior
June 26, 2018
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.
Read MoreNavigating the Controversy Surrounding Record Stock Buybacks
June 26, 2018
Record-setting stock buybacks following enactment of the Tax Cuts and Jobs Act have riled critics.
Read MoreFocus on the Handling of Internal Reports of Cybersecurity
June 26, 2018
Recent SEC activity around cybersecurity has led to increased focus on internal reports of breaches and vulnerabilities and the attendant internal control deficiencies.
Read MoreDOJ Announces Opposition to “Piling-On” Penalties
June 26, 2018
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.
Read MoreVirtual Shareholder Meetings in 2018: Facts, Figures and Best Practices
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.
Read MoreIn Stunning Rebuke, GE Shareholders Show Auditor Ratification is Not Always a Routine Matter
May 7, 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.”
Read MoreYahoo! to Pay $35 Million Fine for Failing to Disclose Massive 2014 Cybersecurity Breach
May 7, 2018
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.
Read MoreShareholders Continue to Promote the ‘Universal Proxy’ Idea
May 7, 2018
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.
Read MoreAs IPOs Rise, Where Will Shares Trade?
May 7, 2018
As initial public offerings rebound, the issue of thin trading has arisen.
Read MoreBond Market Moves Spark Regulatory Interest
May 7, 2018
Recent developments in the corporate bond market are sparking regulatory attention in the U.S. and abroad.
Read MoreSEC Still Encouraging Companies to Seek Relief from Unduly Burdensome Financial Reporting Requirements
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.
Read MoreCyan Decision: No Relief for Defendants in State Securities Suits
April 13, 2018
The implications of the Cyan decision are grim for public companies and their D&O insurance carriers.
Read MoreU.S. Antitrust Authorities Remain Vigilant in Booming Global M&A Market
April 13, 2018
U.S. and global M&A are booming, but companies cannot assume that all deals will avoid federal challenge.
Read MoreInstitutional Activists Try New Ways to Boost Board Diversity
April 13, 2018
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.
Read MorePay Ratio Disclosures Show Patterns by Company Size and Industry, Enable Employees to Assess Pay
April 13, 2018
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.
Read MoreSurveys Show Many Public Companies Unprepared for Implementation of New Lease Accounting Standard as Deadline Nears
April 13, 2018
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.
Read MoreSEC Issues Statement and Guidance on Public Company Cybersecurity Disclosures
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.
Read MoreReprimands of Big Banks Highlight Importance of Effective Oversight by Boards, Board Chairs and Lead Directors
March 15, 2018
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.
Read MoreSEC Eyes Dual Class Shares for Reform
March 15, 2018
Might the SEC require sunsetting of dual-class shares listed on stock exchanges?
Read MoreCongress, SEC Advance Initiatives for Smaller Public Companies
March 15, 2018
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.
Read MoreSCOTUS Watch: Relief for Defendants in State Securities Suits?
March 15, 2018
Is relief on the way for defendants targeted in state court class actions based on alleged violations of the Securities Act of 1933?
Read MoreDigital Realty Trust Decision Increases Incentive to Bypass Internal Reporting
March 15, 2018
In-house compliance programs suffered a blow by the U.S. Supreme Court’s recent decision in Digital Realty Trust, Inc. v. Somers.
Read MoreSpotlight on Gender Diversity in the Boardroom
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.
Read MoreWorld’s Largest Asset Manager Expects More than Mere Profits
February 19, 2018
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.”
Read MoreDistinguishing Between Urgency and Importance on the Board of Directors
February 19, 2018
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.”
Read MoreTax Accounting Challenges Loom Large for Many Filers This Year
February 19, 2018
Form 10-K filers must comply with public company accounting standards, but that is easier said than done these days.
Read MoreSEC Chairman Says Dodd-Frank Rulemaking Will Proceed
February 19, 2018
For public companies wondering when long-pending Dodd-Frank rules will hit, SEC Chairman Jay Clayton has promised action.
Read MoreSEC Enforcement Targets for 2018 Include ‘Exam’ Cheating, Failure to File and ‘Pump and Dump’ Schemes
February 19, 2018
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.
Read MorePay Ratio to be Key Issue in 2018 Proxy Season
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.
Read MoreSEC to Set New Boundaries on Requests Under the Freedom of Information Act
January 19, 2018
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?
Read MoreNew Tax Law Eliminates Favorable Treatment of Performance-Based Compensation, Presents Opportunity to Simplify Pay Arrangements
January 19, 2018
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.”
Read MoreSEC Publishes Guidance for Disclosure of New Tax Law’s Impact on Income
January 19, 2018
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?
Read MoreTaking Stock of the IPO Market
January 19, 2018
IPOs that “once took seven months to go from announcement to trading are now taking less than 50 days,” according to reporting by Bloomberg.
Read MoreAttention Compensation Committees: Discretion-Based Director Compensation Faces Stricter Scrutiny
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.
Read MoreNew Year’s Resolution for Public Companies: File 10-Qs and 10-Ks on Time
December 15, 2017
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.
Read MoreHoliday Reading for Accountants and Auditors
December 15, 2017
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.
Read MorePending Tax Reform May Eliminate Some Popular Pay Mechanics
December 15, 2017
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.
Read MoreNew ISS Guidelines Recommend Voting Against Directors Who Approve ‘Excessive’ Director Pay
December 15, 2017
New proxy voting guidelines from Institutional Shareholder Services (ISS), issued November 16, include a new voting guideline on director pay.
Read MoreSexual Harassment Cases Prompt Changes – But EEOC Data Flag Other Types of Discrimination
December 15, 2017
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.
Read MoreNew Vote Count Shows Peltz Narrowly Winning P&G Board Seat
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).
Read MoreSEC Signals Change in Approach to Enforcement
November 20, 2017
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.
Read MoreMore on SEC Enforcement Priorities
November 20, 2017
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.
Read MoreSEC Approves New Auditing Standard Requiring Disclosure of Critical Accounting Matters
November 20, 2017
The SEC recently approved a new auditing standard aimed at enhancing the relevance and usefulness of the auditor’s report to investors.
Read MoreSilicon Valley Extends Culture of Innovation to Governance
November 20, 2017
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.
Read MoreGE to Simplify Financial Reporting, Streamline Structure
November 20, 2017
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.
Read MoreFredrikson & Byron Represents Celcuity Inc. in its Initial Public Offering
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.
Read MoreExecutives Preparing for Earnings Calls Face a Brave New World
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.
Read MoreSEC Comment Letters Focus on Non-GAAP Financial Measures, New Accounting Standards and Cybersecurity
October 23, 2017
Two reports published last month by Ernst & Young analyze trends in SEC comment letters for the year ended June 30, 2017.
Read MoreDirector Overboarding Remains an Issue
October 23, 2017
Are your directors “overboarded”? What would proxy advisors say?
Read MoreSEC Extends Filing Deadlines for Hurricane Victims, Warns Investors Against Hurricane and Fire Scams
October 23, 2017
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.
Read MoreWhistleblowers: Who is Protected Against Retaliation?
October 23, 2017
It is illegal to retaliate against a whistleblower, but who is considered a whistleblower?
Read MoreAfter the Whistle Blows: What Constitutes Retaliation?
October 23, 2017
It is illegal to retaliate against a whistleblower, but what is retaliation?
Read MoreSEC Issues Pay Ratio Disclosure Guidance for 2018 Proxy Statements
September 27, 2017
Companies seeking guidance on complying with the pay ratio rule in their 2018 proxy statements now have it in “boatloads.”
Read MoreLooking Back at the 2017 Proxy Season
September 27, 2017
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.
Read MoreSEC Addresses Implementation of New Accounting Standards as Effective Dates Near
September 27, 2017
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.
Read MoreTop Exchanges Battle for SPACs
September 27, 2017
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.
Read MoreCompliance Professionals Beware: Recent SEC Case Highlights Risk of Personal Liability
September 27, 2017
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.
Read MoreNew Pay Equity Disclosure Rule Stayed by Office of Management and Budget
September 27, 2017
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.
Read MoreFredrikson & Byron Represents Sajan in its Sale to AMPLEXOR International
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.
Read MoreFredrikson & Byron Represents Bio-Techne Corporation in its Acquisition of Zephyrus Biosciences, Inc.
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.
Read MoreThe SEC’s Announces 2016 Exam Priorities
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.
Read MoreRefreshing the Board of Directors
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.
Read MoreFredrikson & Byron Represents Bio-Techne’s Investment in CyVek, Inc.
April 4, 2014
Fredrikson & Byron acted as legal counsel for Techne Corporation in its $10 million equity investment in CyVek.
Read MoreFredrikson & Byron Represents Medtronic in its Public Offering of Senior Notes
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.
Read MoreInsider Trading: What Public Companies Should Know Now
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.
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