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Coming Soon: User-requested changes to Securities Mosaic Filings page

March 1, 2017

You spoke.  We listened.

As we detailed in our last blog post, our December release of the redesigned SEC Filings page did not quite meet with the enthusiastic reception we were hoping for.  Even though we packaged the redesign with lots of cool new features — which have indeed been well-received — many users felt we went too far in our efforts to create a clean, uncluttered, and “modern” search page.

We took these complaints seriously.  I personally spoke to many of you, often on multiple occasions, to gather the detailed feedback that would be the foundation for a redesigned redesign.  I’m pleased to announce today that we’ll release the bulk of these customer-prompted changes in a few weeks.

The upcoming changes include:

  • Moving the Filer (Company) search field to the upper left hand corner of the search screen.
  • Restoring the Form Type and Exhibit selection input boxes to the main search form, so that an extra click is no longer necessary to see them.
  • Creating a new “Condensed View” option for our results display that shows more records per screen and is thus more quickly scanned.  (We’ll also give you the option to set the Condensed View as your default display.)
  • Adding hyperlinks to the list of results in our Printable View display,  so that you have an additional way to access an even larger number of search results in a single, condensed view.

These adjustments are in addition to a number of smaller changes we made back in January, which included restoring the “Edit Search” button to the results display.

We’ll let you know when we have a firm release date for these changes, but we expect they’ll go live around the end of this month.

Thanks to everyone who took the time to register feedback and constructive criticism.

Following customer feedback, some adjustments coming to redesigned Filings page on Securities Mosaic

January 17, 2017

Back in early December, when we released our newly enhanced and redesigned SEC Filings page with much fanfare, we were excited about what we saw as the many functional and aesthetic improvements to a search platform that was beginning to seem — to us at least — a little stale after more than a decade of scant change.  Granted, we felt some trepidation about how our loyal customers would respond to a search experience that was, at least at first glance, quite different from what they were accustomed to.  But this trepidation was tempered by many factors: our confidence in our approach to the redesign, which incorporated extensive user feedback and careful thinking through of subtle details; our knowledge that the redesigned page preserved all essential features and functionality—that we had taken nothing away; and our excitement about the many new valuable features that had been added, including a library of predefined searches, the ability to refine results using post-search filters, one-click batch download of results, and more.

Six weeks later, with the benefit of hindsight and much constructive criticism from our customers, we now realize we probably underestimated just how much love you had for the venerable old search page. We also probably underestimated the degree to which folks would be, well, annoyed by having to relearn how to do things — regardless of whether the changes we introduced were in some inherent sense “better.”  And even though we made a concerted effort to alert customers in advance and to offer support and resources for becoming acquainted with the new interface, there’s no doubt that many still felt unprepared for the change.  In short, we regret that the transition to the redesigned Filings page was for many users a little rocky.  And while many of you have told us you’ve gotten used to the new search page – even prefer certain things about it – others miss the old search page, or at least certain aspects of it.

So where does that leave us going forward?  Our primary goal is always to make our customer happy.  But what is the best path to achieving this?  For lots of reasons, we don’t think rolling back the clock and restoring the old search page is the answer. Instead, our plan is to identify the specific elements about the old search form that people miss the most and incorporate them into the new search form.  Based on your feedback, these elements include:

  • Presenting the filing company search box as the first thing you see in the search form
  • Certain important search filters, such as form type and preselected date range (e.g., “Last 3 Years”) selection, being more visible and accessible without an extra click
  • The ability to click an “Edit Search” link to have the option to edit your parameters within the initial search form
  • The ability to see a large number of search results in a single view in order to scan them quickly and without scrolling

You have spoken and we have listened.  We already have changes in development to address these and other items.  Many of these will be released later in January; we expect to have all redesign tweaks complete within the next several months.  Stay tuned to this blog for updates.

In the mean time, if you’d like to offer additional feedback on the redesigned search page, including specific changes you’d like to see, or if to ask me questions or voice any concerns, please feel free to reach out to me directly at christopher.hitt@lexisnexis.com.  Finally, thank you again for your patience and continued dedication to Securities Mosaic.

Corporate and Financial Regulation under a Trump Presidency

December 9, 2016

When Donald Trump takes office on January 20, 2017, a slew of financial regulations passed by the Obama administration will likely be revised or eliminated entirely. Additionally, if Trump utilizes 1996’s obscure Congressional Review Act to strike down a rule, the federal agency that issued that rule is prohibited from enacting a similar rule again in the future. According to an analysis by the George Washington University Regulatory Studies Center, over 150 rules adopted since late May 2016 are theoretically susceptible to the ax.

The fact that Trump is consulting with Paul Atkins, who served as a Republican member of the Securities and Exchange Commission (“SEC”) from 2002 to 2008, is reflective of how the president-elect will target certain regulations, as Atkins during his tenure spoke out against big fines for companies and frequently found fault with Dodd-Frank. Additionally, Mary Jo White’s November 14 announcement that she will step down as head of the SEC before Trump takes office and two years before the end of her term leaves vulnerable some of the most significant initiatives in the past few years and clears the way for Trump to reshape the way in which Wall Street is regulated.

Below is a summary of some of the regulations that are said to be susceptible to change:White House Snow Panorama

Volcker Rule: Instead of completely repealing Dodd-Frank, the Trump administration and Congress would presumably target the portions of the law that aggravate the banks the most, including the Volcker Rule, which forbids banks from making risky bets with their own money.

CFPB: Trump could consider restricting the authority of the Consumer Financial Protection Bureau (“CFPB”), the watchdog agency that has pursued harsher rules governing debt collection, payday loans and overdraft fees and has also proposed banning mandatory arbitration clauses that limit class-action lawsuits from consumers. The CFPB recently scored a major victory when it fined Wells Fargo $100 million for allegedly opening fake accounts for its customers. Republicans have regularly criticized the CFPB, arguing that the financial services industry is already severely regulated.

Fiduciary Rule: Trump has vowed to stop or dismantle the Labor Department’s fiduciary rule, which aims to remove conflicts and guarantee that brokers put the interests of retirement savers first and is set to take effect in April 2017.

Disclosure of Executive Pay: Shortly after Trump takes the oath of office, he is expected to repeal the SEC’s pay disclosure rule, which requires companies to disclose pay ratios between their CEOs and employees.

Conflict Minerals Rule: Also on the chopping block could be the rule that would require companies to disclose whether their products contain conflict minerals, namely those that were mined in a war-torn region of Africa.

PCAOB: Republicans have recently criticized the Public Company Accounting Oversight Board (“PCAOB”), which was created to oversee and draft new rules for corporate auditors. At issue with Republicans are the agency’s proposal that companies rotate auditors to reduce conflicts, as well as the agency’s requirement that accounting firms disclose the name of individual partners who are working on company audits.

According to DealBook, the Trump administration will likely first focus on more politically charged issues such as the Affordable Care Act, immigration, environmental regulations, and the Supreme Court. As a result, the financial industry will likely dwell in uncertainty for several more years.

New SEC Filings page on Securities Mosaic is live

December 3, 2016

Our newly enhanced and redesigned SEC Filings page  is here!  The search page is simpler and sleeker than the old version, yet it also has many new features and enhancements — while still allowing you to do everything the old page allowed. For more detail on what we’ve done, see our previous blog post, which you can access here — or, just scroll down.  To see a 5-minute video overview of the new search page, click here.

Users who who would like a more thorough walk-through of the new search page can click on the Help section once the new page is live (see screenshot below).  Or, reach out to your administrator or LexisNexis representative.

help-screenshot

 

 

Coming soon: A newly enhanced SEC Filings page

November 14, 2016

On December 5, we’ll release an enhanced and redesigned version of our venerable SEC Filings page.  Although the new version will look and feel more like a LexisNexis search page, its functionality and essential character will remain very much Securities Mosaic.  Here’s a high-level overview of what you can expect:

  1. Simpler, sleeker and more elegant design
  2. Many new features and enhancements
  3. All existing features and search filters preserved

Lets’ go through each of these one by one. . .

filings-thumbnail

The newly designed search form, coming soon

1.  Simpler, sleeker and more elegant design

As you probably know, today’s Securities Mosaic SEC Filings page offers dozens of advanced search filters and cool user tools.  And it shows: with so many bells and whistles, the search page is reminiscent of the dashboard of a 747 jetliner.

In the new interface (pictured above), many search filters, rather than cluttering the main search page, will be accessible via dialog boxes.  What’s the benefit here?  If you keep your socks, shirts, and underwear in dresser drawers rather than on the top of your dresser, you’ll understand. The extra step of opening a drawer is a small price to pay for a cleaner, more organized bedroom.  Similarly, we believe users — especially new or less experienced users — will find the new search page more approachable and easier to navigate.

2.  Many new features and enhancements

Here are some of the more noteworthy additions:

  •  A library of predefined searches.  Access over 100 expertly-crafted search templates, from bear hug letters to poison pills to fairness opinions to crowdfunding and Regulation A+ offerings.
  • Post-search filters.  You’ll now be able to edit your search parameters without leaving your list of results.
  • Company list feature.   Filings results can be post-filtered by unique primary filer, to create a list of companies based on your search criteria.  For example, instantly create a list of manufacturing companies located in Wisconsin, or a list of Foreign Private Issuers that have done IPOs so far this year.
  • Expanded redlining.  Our redline comparison tool, available for item-level searches, will now be accessible to users accessing Securities Mosaic via IP authentication.
  • Links to associated Comment Letters.  From the results display, we’ll not only call out which SEC filings  are the subject of SEC Comment Letters, we’ll link directly to the complete chain of correspondence between the SEC and the filing company.
  • One-click batch download.   Instantly download to your desktop up to 100 documents at a time, in Word or PDF format, from the results display.
  • Enhanced text search hit navigation.  From the results display, see the total number of text search hits per document.  Even better, click a link to instantly see all the text search hits in context for a given result without having to open the document.

3.  All existing features and search filters preserved

In other words, we’ve only added, not subtracted.  There’s nothing you can do on the current version of our SEC Filings page that you won’t be able to do on the new version.

We’ll post links to additional materials, including a tutorial video, as the release date nears.

Donald and Hillary, meet EDGAR

November 3, 2016

With so much riding on Tuesday’s presidential election, it isn’t surprising that Donald Trump and Hillary Clinton are popping up in public companies’ SEC filings—especially when those companies perceive that they stand to gain or lose by the election of one candidate or the other.

Often these preferenclintonces run along predictable lines. For example, the CEO of firearms manufacturer Sturm Ruger & Co., in an Earnings Transcript included in a recent 8-K, registers his unease with Clinton’s views on guns (while also acknowledging that her election would likely have the effect of increasing demand for firearms). On the other hand, Guinness Atkinson Funds, with heavy investments in alternative forms of energy, sees a boon “[i]f Hillary Clinton wins the presidential elections in the United States and follows through with her campaign promise” to increase reliance on solar energy (Form N-CSR, 9/8/2016).  Similarly, American Growth Fund Inc., with investments in medical marijuana, is positively disposed toward a Clinton presidency, but isn’t so sure about her rival: “Donald Trump shifts back and forth on marijuana legalization. Early in the campaign he was open to letting states do what they wanted, then hetrump reversed course and took a stand against legalizing marijuana. Now he says he is 100% for medical marijuana, even though that contradicts the Republican platform” (Form N-CSR, 9/8/2016).

Some companies and funds express concern about what the mood for change —  as exemplified by the support for Trump and the recent Brexit vote — might portend for markets.  For instance, as Mutual of American Institutional Funds Inc. observes in a recent Certified Shareholder Report, “the U.S. presidential bid by Donald Trump is based on . . . populist themes, including anti-immigration and anti-globalization. The entire Western world seems to be in the throes of an anti-establishment mood, suggesting that the world order developed over decades may be in for change. The nature of change is uncertainty, and . . . markets do not like uncertainty.”  The perspective of AlphaMark Investment Trust, as communicated in a letter to shareholders, is at once less pessimistic and more cynical:

Our view concerning the election is neutral. If Donald Trump wins the election, it is our opinion that without backing in the U.S. Congress, his plans for making real change will fail. In essence, he has shot himself in the foot with his constant berating of anyone opposed to his ideas. If Hillary Clinton is elected, we also do not see much change happening and more of the status quo. Our opinion is: a Trump win means short term volatility and a Clinton win means longer term slower growth.

Finally, Genius Brands International, a kid-focused entertainment company, is similarly neutral in stance but contrastingly upbeat in tone.  “The business of making animated cartoons won’t be affected whether Hillary Clinton or Donald Trump is elected our next President. Changes in technology or new distribution systems only enrich the intrinsic value of animated cartoons. Strong cartoon characters don’t go obsolete and are not diminished by innovation. In fact, they are enhanced by it” (Form 8-K, 6/30/16).  If cartoons and other forms of escapist entertainment hold a mirror to life, we can only assume that they too are enhanced (and contorted) by the surreal, stranger-than-fiction, circus-like spectacle that is the 2016 Presidential election.  In any case, we’ll all be ready for a cartoon break when the election is finally over.

Enforcing FCPA violations, the SEC flexes its muscle

October 11, 2016

This year, the SEC has brought a record number of enforcement actions under the Foreign Corrupt Practices Act of 1977 against corporations or their executives for bribery of foreign officials. Below are summaries of three such recent high-profile actions.

GlaxoSmithKline plc

GlaxoSmithKline plc agreed to pay the SEC a $20 million civil penalty to settle charges that it violated the FCPA requirement to maintain accurate books and records when its China-based subsidiaries participated in pay-to-prescribe schemes in an effort to increase sales. In an administrative proceeding announced on September 30th, the SEC contended that sales and marketing managers within the company’s China-based subsidiaries took part in schemes involving the transfer of money and gifts to healthcare professionals in order to improperly influence them. This brought millions of dollars in increased sales of GlaxoSmithKline’s pharmaceutical products to China’s state health institustrong-armtions. The SEC alleged that the company failed to adopt an effective anti-corruption compliance program to identify and avoid these types of schemes. Since there was no such program, the improper payments were inaccurately reflected in GlaxoSmithKline’s books and records as legitimate travel and entertainment expenses, marketing expenses, speaker payments, medical associations payments, and promotion expenses. The SEC concluded that the company was in violation of the FCPA’s internal controls and books-and-records provisions. Without admitting or denying the allegations, GlaxoSmithKline settled the charges by consenting to the entry of a cease-and-desist order, agreeing to pay the $20 million civil penalty, and agreeing to report to the SEC for two years on the status of its remediation and compliance measures. The company has reportedly publicly apologized for its role in the scandal, put an end to doctor speaking fees, and completely ended quotas for its sales reps. It is also being reported that GlaxoSmithKline’s China subsidiary has tripled an in-house compliance team, which now checks every submitted receipt.

Och-Ziff Capital Management Group

On September 29th, the SEC announced that hedge fund Och-Ziff Capital Management Group agreed to settle civil charges of FCPA violations by paying the agency $199 million. In addition, Och-Ziff’s founder and CEO agreed to pay approximately $2.2 million to settle SEC charges that he caused certain violations along with the hedge fund’s CFO, who also agreed to settle the charges. After examining the way in which financial services firms were gaining investments from sovereign wealth funds overseas, the SEC determined that Och-Ziff used intermediaries, agents, and business partners to bribe high-level government officials in Africa. According to the SEC’s order, the illicit payments encouraged the Libyan Investment Authority sovereign wealth fund to invest in the hedge fund’s managed funds. Other bribes were paid to secure mining rights and improperly influence government officials in Libya, Chad, Niger, Guinea, and the Democratic Republic of the Congo. The SEC found that Och-Ziff failed to maintain proper internal controls to detect the bribes. The SEC also found that the hedge fund’s executives ignored red flags and corruption risks and allowed illegal transactions to proceed. In addition to the civil penalty, Och-Ziff will enter into a deferred prosecution agreement with the Justice Department in a parallel criminal proceeding and will pay a criminal penalty of $213 million. Och-Ziff also agreed to retain an independent compliance monitor for three years to guarantee that it stays within the law. The firm also promised to reinforce its internal controls to guard against future violations. Andrew J. Ceresney, head of the SEC’s enforcement division, noted that the hedge fund “engaged in complicated, far-reaching schemes to get special access and secure significant deals and profits through corruption.” According to DealBook, the SEC and the Justice Department are continuing the investigation of other individuals involved in the bribery. The Wall Street Journal added that Och-Ziff now also faces restrictions on how it conducts its fundraising. While the company will still be able to raise money from wealthy investors and institutions, it might first have to endure a lengthy and costly process of seeking approval from state regulators in jurisdictions where it solicits investors. This comes Och-Ziff did not seek an SEC waiver from additional penalties, which are otherwise imposed as soon as courts approve civil law enforcement sanctions or criminal charges.

Anheuser-Busch InBev

On September 28th, the SEC announced beverage and brewing company Anheuser-Busch InBev will pay $6 million to settle charges that it violated the FCPA and whistleblower protection laws in utilizing third-party sales promoters to pay off Indian government officials in order to increase sales and production, and then in attempting to silence an employee who reported the wrongdoing. As the company did not have adequate internal accounting controls to seek out and prevent such improper payments, it failed to ensure that transactions involving the promoters were properly recorded in its books and records. Kara Brockmeyer, Chief of the SEC Enforcement Division’s FCPA Unit, remarked that Anheuser-Busch “recorded improper payments by its sales promoters in India as legitimate expenses in its financial accounting, and then exacerbated the problem by including language in a separation agreement that chilled an employee from communicating with the SEC.” Without admitting or denying the allegations, Anheuser-Busch settled the charges by consenting to the entry of a cease-and-desist order and agreeing to report its FCPA compliance efforts to the SEC in addition to the monetary sanctions. The company also agreed to notify certain former employees that the company does not prohibit employees from contacting the SEC about possible law violations. According to the Wall Street Journal, the SEC has been making it a priority to end corporate efforts to silence prospective whistleblowers with restrictive separation agreements, and this is the fourth company recently penalized by the SEC for allegedly restricting the rights of departing employees.