Financial Transactions and Regulatory Compliance Review

Covering the latest in capital markets transactions, funds, annuities, financial reporting and SEC filings

Benefits of our Merger, Part 1: Technology

Toppan Vite proudly announced the acquisition of Vintage last week. For more information on the acquisition, view our press release here.

Most of you are probably wondering, “Now what?"

For starters, we want to take this time to assure all clients that your relationship with Toppan Vite, Vintage, and your designated account team will not change. All of your contacts remain the same and are reachable via the same phone numbers and email addresses.

What may change, however, are the service offering benefits that we can now bring to you as a result of this acquisition. Our main purpose is to expand into new sectors and markets and enhance our combined platform so we can maximize our support of your business needs…and that must begin with technology.

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SEC Chair's Conflicts of Interest Continue

On Wednesday, January 4, President-Elect Donald Trump announced his pick for chairman of the Securities and Exchange Commission (SEC): Jay Clayton, a Wall Street lawyer and partner at Sullivan & Cromwell LLP. As widely expected, Clayton is a strongly pro-business choice for the regulatory chair, and is a dramatic departure from Mary Jo White, and his strong stance against regulation will embolden many investors but cause others to worry about a potential repeat of the worldwide financial crisis of 2007 and 2008. As of March 8, Clayton already faces concerns over conflicts of interest developed over a career of servicing finance sector interests.

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What Exactly is Inline XBRL?

What is Inline XBRL?

Inline XBRL is a format that allows filers to embed XBRL data directly into a HyperText Markup Language (HTML) document. 

What are the potential benefits of Inline XBRL?

The Inline XBRL format has the potential to provide a number of benefits to companies and users of the information. Inline XBRL could decrease filing preparation costs, improve the quality of structured data, and by improving data quality, increase the use of XBRL data by investors and other market participants.

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Toppan Vite Acquires Vintage

We’re pleased to share some exciting news: Toppan Vite has acquired Vintage, a leading provider of regulatory compliance across capital markets, corporate services, and institutional and fund services. 

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Asset management and mutual funds M&A

The investment industry is experiencing upheaval due to the rise of passive funds and robo-advisors. At the same time, the regulatory environment is in major flux. 

48% of respondents predict that M&A among asset management companies will somewhat increase in the coming year.

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SEC Issues New C&DI Guidance Regulation

The Securities and Exchange Commission (SEC) has made more changes in its ongoing effort to bring regulations up-to-date with today’s best practices, help companies file their earnings seamlessly and in keeping with necessary requirements, as well as changing those requirements when necessary. In this case, on December 8 of 2016, the SEC released an update to its Compliance and Disclosure Interpretations Guidelines (C&DI) to help filers understand the sometimes Byzantine rules of disclosure. The full list of changes is available here.

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Adapting to Improvements in XBRL

The Securities and Exchange Commission (SEC) is constantly changing and updating its reporting rules to adjust to the demands of changing political administrations and the new frontiers and issues opened up by expanding technology. Among the systems that need to be kept up-to-date with the latest ideas is the XBRL reporting system companies use to disclose their assets to one another and to the government. The task of keeping XBRL fully optimized for any given time period is never-ending, and sometimes the regulators and rule makers fall behind in making sure XBRL is at its most useful when every reporting season rolls around.

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How Businesses are Reacting to Regulatory Changes in 2017

As these blogs have pointed out before, regulations change all the time. Regulatory bodies like the Securities and Exchange Commission (SEC) only wish they could make their rules keep up with the rate at which technology advances. As it stands, every new innovation opens up a cornucopia for business and a hornet’s nest for its watchdogs, who must rush to keep new ideas from destabilizing the world economy. Meanwhile, changes in government mean regulatory bodies must answer to new leaders with different ideas of good governance. Let’s take a look at some of the regulatory trends for 2017, and what their ramifications might be.

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Slim Down to Bulk Up: How Divesting Can Boost Growth

Nearly a decade after the Great Recession began, the world economy has largely evened out and, for the most part, recovered. But economic conditions remain shaky in some ways, leading businesses to remain cautious in their plans and dealings. One of the major revelations of the last few years has been that big businesses may not be the best business and that a more streamlined model might allow for more agile navigation of market conditions. So while Mergers and Acquisitions (M&A) volume fell by 17% in 2016, the number of divestitures rose by a whole 50%. Is this a sound trend to follow, and if so, why?

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Activists & Mutual Funds Go Their Own Way

The honeymoon appears to be coming to an end for activist investors and mutual funds. In 2015, an unlikely alliance between these two formerly opposed institutions shook up the finance sector, which saw activists backed by mutual funds win 73% of their conflicts over board seats. But in 2016, mutual fund leaders ran up against the natural ambitions of activists and found themselves none too pleased, leading what had been hailed as the new trend in business and finance to fizzle out in a flurry of canceled deals and even personal insults. Where businesses had been girding their loins to make nice with an allied front of activists and mutual funds, this new schism gives leadership an opening to protect their plans against investors whose ideas and ambitions outstrip their fiscal commitment.

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2017 Set to Be a Good Year for M&A

Economic recovery has been slow but steady since the Great Recession began in 2008. Like many aspects of the global market, mergers & acquisitions (M&A) has had trouble reaching its former heights since the crisis. Things have not been terribly sluggish, as companies are still prone to band together for security during trying fiscal years, but the M&A market continues playing catchup and experiencing start-and-stop growth. Fortunately, experts believe 2017 will be a strong year for the practice. Despite unexpected election results in both the United States and Europe casting future economic progress into doubt, global M&A is set to exceed $3.4 trillion in 2017.

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Election Upset Casts a Shadow Over IPOs in 2017

Earlier this year, we discussed the potential for the 2016 United States Presidential Election to impact the markets moving forward into 2017. At the time, polls and analysts had Hillary Rodham Clinton the odds-on favorite to win the presidency. A moderate Democrat, Clinton’s Presidency would carry forward many of the policies of fellow moderate Democrat Barack Obama. As these policies contributed to steady if not exactly awe-inspiring market recovery, a Clinton administration would have likely meant more of the same. As such, economic predictions when Clinton was the favorite to win the election were cautiously optimistic, with Initial Public Offerings (IPOs) expected to see a surge in 2017. The election of Donald J. Trump as President has thrown that cautious optimism on its ear. While Trump’s policies could potentially improve the world economy, his status as a wildcard has cast economic progress back into doubt, extending the uncertainty of an election year into at least the first year of his presidency.

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XBRL Challenges for 2017

The Securities and Exchange Commission (SEC) requires publicly traded companies in the United States to file thorough disclosures of all their important gains and developments for each fiscal year. To ensure American business reporting is compatible with that of other nations, the SEC uses XBRL, or the eXtensible Business Reporting Language, as a universal standard of notation and information exchange. Year after year, the worldwide regulatory community changes its standards and practices, so XBRL must change with the times, adjusting its terms and taxonomy to suit the new normal. With 2017 here in full force, it makes sense to look at some of the challenges facing the XBRL system and its users this year.

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Divestments

M&A volume fell by 17% in 2016, but the number of divestitures actually rose by 50%. What is driving the spike in sales of corporate business units? Four experts weigh in.

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SEC Compliance Tips for 2017

2017 is here, which means all of the 2016 deadlines for financial reports and disclosures to the Securities and Exchange Commission (SEC) have already come and gone. Because the SEC is constantly updating, altering, and rewriting its rules, disclosure practices and requirements for 2017 will not be identical to those from 2016. Companies preparing their disclosures for this year should be ready well in advance, and armed with tips and tricks for a successful filing. With the rules changing every year, it’s good to have some basic strategies in place well in advance of the year’s end to ensure filing goes smoothly.

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SEC Calendar Overview 2017

It’s that time of year again. It’s the New Year and 2017 calendars are available in every store. But for incorporated businesses in the United States, the most important calendar does not feature adorable puppies, scenic vistas, or strapping firefighters, but the Securities and Exchange Commission (SEC) EDGAR Deadline dates for 2017. This calendar lays out the due dates and deadlines for every form the SEC requires subject companies to fill out in order to correctly report all transactions for public record and regulatory review.

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Your Ultimate Annual Meeting EDGAR Guide

The Securities and Exchange Commission (SEC) requires certain public companies incorporated within the United States to hold an annual general meeting and to report the results of that meeting, as well as many of the company’s yearly transactions, gains, and losses directly to the Commission. To aid in this reporting, the SEC created the Electronic Data Gathering, Analysis, and Retrieval System, or EDGAR. EDGAR serves as a database where the public can view a company’s transactions, and an extensive knowledge of its systems helps firms properly optimize their filings to be well-organized and searchable while presenting the clearest information.

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SEC Implements Dodd-Frank Mandate Regarding CEO Pay Ratio

Income inequality is one of the main aggravators of public dissatisfaction with the business world, with the discrepancy between CEO and employee pay being a major bone of contention, especially in the United States. On August 5, 2015, the Securities and Exchange Commission (SEC) adopted a final rule of the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring companies to disclose the ratio of its CEO’s pay to that if its median employee compensation. This rule officially sets the fiscal year beginning January 1, 2017 as the first for which such reports must be made.

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Proxy Access Update for 2017

Proxy access remains a hot-button topic for businesses and regulators alike going into 2017. By allowing shareholders to designate proxies to vote on major events and decisions, companies can ensure each investor’s voice is heard in proportion to their contribution, creating a more equitable distribution of authority between stakeholders and stymying the ambitions of activist investors and other shareholders seeking influence beyond their stake in the firm. Important as it is, proxy access is likely to be a bone of contention during the voting season, and a major topic of debate within the Securities and Exchange Commission, with corporate lawyers on all sides of the issue preparing to prove their point in court.

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Top 10 US M&A Inbound Deals 2016 YTD

According to 25 US-based senior dealmakers interviewed about the current and future state of the US M&A market, 60% said they have increased deal activity in North America during the past 12 months. See below for Top 10 M&A Deals in 2016.

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