Capital Markets & Public Companies Quarterly: 2018 Proxy Season Pointers, Disclosing the “Tax Cuts and Jobs Act,” Shareholder Proposals and ICOs

By Eric Orsic, Gary Emmanuel, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen, Thomas P. Conaghan, Thomas J. Murphy and William Hadler on January 25, 2018

Posted In Executive Compensation

The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out of the SEC at the end of 2017.

During the last quarter, the SEC staff had their hands full preparing for new standards impacting registrants’ filings this year, keeping pace with tax reform, tweaking the shareholder proposal process and corralling a burgeoning cryptocurrency market.

Tags: Accounting Standards Codification Topic 740, ASC, ASU 2014-09, bitcoin, CEO pay ratio, cryptocurrency, Form 10-K, initial coin offerings, PCAOB, Public Company Accounting Oversight Board, Revenue Recognition Standard, SAB, SLB 14I, Staff Accounting Bulletin, Staff Legal Bulletin No. 14I, Tax Cuts and Jobs Act, tax reform

Eric Orsic
Eric Orsic is the co-head of the Firm’s Capital Markets and Public Companies Practice Group. Eric advises clients in the areas of mergers and acquisitions, and securities transactions and compliance. He works with publicly and privately held companies to structure and negotiate business acquisitions/dispositions. His public company transactional experience includes public equity and debt offerings, tender offers and going-private transactions. Read Eric Orsic's full bio.

Gary Emmanuel
Gary Emmanuel focuses his practice on corporate securities matters. With over 15 years of experience, Gary represents both domestic and foreign companies that are navigating the process of capital raising, including initial public offerings, registered direct offerings, follow-on offerings, private placements, private investment in public equities (PIPEs) and bridge financings. Gary has worked extensively with biotechnology and other life science companies, both as company counsel and as underwriter's counsel. Read Gary Emmanuel's full bio.

Heidi J. Steele
Heidi J. Steele Focuses her practice on corporate securities, mergers and acquisitions of public and private companies and corporate counseling. She has extensive experience in public and private equity and debt financings, compliance with disclosure and regulatory requirements, tender offers and mergers, acquisitions and dispositions. She advises public and private corporations on a variety of matters, including securities compliance. Read Heidi Steele's full bio.

Mark J. Mihanovic
Mark J. Mihanovic, head of the Firm’s California Corporate group and head of the Firm's Emerging Companies/Venture Capital group, focuses his practice primarily in the areas of corporate finance and mergers and acquisitions. He represents companies in a broad range of industries, with a particular emphasis on technology, life science and health care companies. Mark serves as corporate liaison partner in the Firm’s strategic alliance with MWE China Law Offices based in Shanghai. Read Mark Mihanovic's full bio.

Robert H. Cohen
Robert (Bob) H. Cohen focuses his practice on transactional and securities work for a broad range of clients. He counsels clients on initial and follow-on public offerings, special-purpose acquisition (SPAC), at-the-market (ATM) and off the shelf offerings, registered direct and private investment in public equity (PIPE) financings, private placements, bridge financings and equity lines, and related transactions. Bob also has extensive experience in the areas of mergers and acquisitions, joint ventures, 1933 and 1934 representation, and licensing and distribution arrangements. Read Robert Cohen's full bio.

Thomas P. Conaghan
Thomas (Tom) P. Conaghan represents public and private companies, underwriters and other sources of capital, corporate boards and board committees, and corporate executives. He advises US- and foreign-based public companies on issues relating to mergers and acquisitions (M&A), joint ventures, strategic investments, spin-offs, public and private offerings of securities (including initial public offerings (IPOs)), disclosure, Securities and Exchange Commission (SEC) reporting, corporate governance, executive compensation, and the stock exchange-listed company rules. Tom is co-head of the Firm's Capital Markets and Public Companies Group, and partner-in-charge of the Corporate Group in the Firm's Washington, DC office. Read Tom Conaghan's full bio.

Thomas J. Murphy

William Hadler
William (Bill) Hadler counsels clients on mergers and acquisitions, private equity transactions, securities offerings and general corporate matters. Bill has advised public and private companies, as well as private equity funds and their portfolio companies, in connection with mergers, acquisitions and divestitures across multiple industries, including health care, specialty retail, consumer products and financial services. Read William Hadler's full bio.

Capital Markets & Public Companies Quarterly: 2018 Proxy Season Pointers, Disclosing the “Tax Cuts and Jobs Act,” Shareholder Proposals and ICOs

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