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Paul Chestovich Quoted in Compliance Week on SEC Guidance for Small Companies

March 19, 2012

Paul Chestovich, partner and co-chair of Maslon's Business & Securities Group, is quoted in a February 28 Compliance Week article titled "Fresh SEC Guidance for Small Filers." The article reports that the SEC has published new guidance for small filers, a 54-slide summary of filing errors and issues common to non-accelerated filers. In addition to identifying troublesome areas, the slides also include information on the organizational structure of the SEC, as well as contact information.

"Smaller reporting companies, and in particular micro-cap companies, often lack in-house public company expertise, and even their outside counsel may not be used to working with public companies," Paul explains in the article. He adds, "Moreover, many small-company executives struggle to find the time to learn the nuances of SEC filing."

The article shares additional trouble spots identified by the SEC, including the following with Paul's comments:

  • Management Discussion and Analysis (MD&A): "Usually, it just parrots the numbers. They don't explain what, in the future, may make the numbers go up or down."
  • Disclosure Controls and Procedures: "Given that microcap stocks have been disproportionately involved in cases of fraud, the SEC has made a point of focusing on their disclosures."
"The SEC is pretty responsive," Paul adds, noting that he's both called and used the online form on several occasions. "Given the ease with which one can contact the SEC, it usually makes sense to run questions by them, rather than simply making assumptions."

To view the SEC's new guidance for small filers slides, go to: SEC Staff Review of Common Financial Reporting Issues Facing Smaller Issuers, PCAOB Forums on Auditing in the Small Business Environment.

Paul Chestovich represents large national businesses and small closely held businesses in a variety of commercial transactional work, including general corporate, contracts, business advising, mergers and acquisitions, joint ventures and strategic alliances, securities regulation, securities offerings, and financing transactions. He also has extensive experience in reverse merger and shell merger transactions, self-filing methods of "going public," alternative public offerings, and complex and unique investment transactions.


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