2015, The Year in Review— Brought to you by Lexis Securities Mosaic
The calendar has turned and 2015 is officially in the books. So what happened last year in the arena of corporate, financial and capital markets regulation, compliance, enforcement and disclosure? Leveraging the data and resources available on Lexis® Securities Mosaic®, we can make the following observations about 2015:
Traditional IPOs have leveled off. Searching for initial public offerings is easy on Lexis Securities Mosaic: just check the corresponding box on our SEC Filings page as part of your search. Looking at IPOs registered on forms S-1, S-11 and F-11, we saw 510 initial registrations in 2015, in line with the cumulative average over the last few years but down significantly from last year’s lofty 700.
Other avenues of capital formation are on the rise. 2015 was a watershed year for offerings under Regulation D, with a record 23,000 registrations (on EDGAR Form D) last year. Indeed, Reg D offerings increased for the ninth consecutive year, dating back to the overhaul of the registration process in 2008. Similarly, an uptick in Form 1-A filings followed the adoption of JOBS Act-mandated Regulation A+ last June, with nearly as many Reg A offerings in the second half of 2015 as in the entirety of 2014.
M&A activity is at an all-time high. By way of our Blogwatch and Law Firm Memos search page, the law firm of Paul, Weiss provides a nice summary of Mergers & Acquisitions in 2015, noting strong increases of 67 and 83 percent in global deal volume over the previous two calendar years respectively. Average deal volumes also continue their steady ascent in recent years, both globally and in the U.S.
The proxy process remained in the spotlight. Key developments in 2015 included the SEC’s reversal of its controversial decision to allow Whole Foods Inc. to exclude a shareholder proposal on the basis that it “directly conflicted” with a similar proposal by the corporate Board. An avalanche of like-minded exemption requests followed that original decision: 54 in the three-month period leading up to the reversal (compared to only 20 in the previous year and a half – and of course, none since). Meanwhile, proxy access continued to gain momentum. Sidley Austin notes that 91 proxy access proposals were voted on in 2015 — up from 18 in 2014 — with 60% passing, up from 28%.
Continuing a trend, SEC enforcement was higher than ever. As reported by Shearman & Sterling in a recent 2015 roundup, the Commission filed 807 enforcement actions s last year and collected about $4.2 billion in disgorgement and penalties — both exceeding 2014’s then-record numbers. To view those actions by action type, violation, defendant type, penalty amount and more, check out the Securities Mosaic SEC Enforcement Defendant Search page and review the specific details on these actions.
Dodd-Frank churns on. Running a quick search on the Securities Mosaic® Dodd-Frank Rulemaking Tracker, we can see the publication of 45 Final Rules in the Federal Register by agencies implementing Dodd-Frank. That’s a bit of a drop from 75 last year (and a high of 118 in 2011), but it nevertheless is evidence that five and a half years after its passage, Dodd-Frank is still keeping federal rulemakers (not to mention attorneys and compliance officers) busy.