Weekly Mergers, Acquistions, Bids and Investments

Last week saw a mix of negotiations and business transactions.Transactions also occurred in a variety of industries, not one necessarily more prominent than the other, but public companies, private companies and investors were active in the technology, energy and healthcare/pharmaceuticals industries most of all.. Finally, there were several acquisitions with just a few investments and announcements to follow. Very few mergers and bids were recorded last week as well.

How to Avoid SEC Glitches that Cause Major Setbacks

Imagine hundreds of filings going through one server, all at once. This type of heavy traffic could cause any server to crash, but many believe it’s the website that crashes. A large queue could cause a server to malfunction, preventing users from accessing a website, and making it seem as though the website has crashed when in reality the server is simply overloaded.

This happened recently at the SEC. The SEC’s server was down during 10Q filings, causing some companies to miss the filing deadline. Although many factors may cause a server to crash, it seems heavy traffic, all at once, caused the SEC server to malfunction during the busy filing period. We suggest companies adhere to some common practices to dodge this problem and never miss a filing deadline, regardless of server failure.

Plan to File Early

We recommend setting a goal to file a few days before the due date, but if it cannot be avoided we recommend companies file by 2:30 pm EST on the deadline date. Many companies have to file dangerously close to the deadline time for reasons outside of their control, and the heavy web traffic could very likely increase significantly around 4 pm EST. This could very likely overload the SEC server, causing delays and even crashing the system altogether. Filing before 2:30 pm EST escapes the chances of being caught in a glitch.

Get Organized

Create a list of items that need to be done by specific dates or times. No matter how close you are to the deadline, be sure to sort out and prepare the most pertinent pieces first before executing your plan of action.  For more on getting organized, check out our blog post Preparing Your Filings in Half the Time.

Make a Checklist

As with all filings, you must always be aware of your deadline. Create a checklist according to due dates. Only list the most important pieces of the puzzle so you don’t overwhelm yourself. Then simply address all the items on the list in an orderly fashion. This simple task will help you stay focused when things get hectic at the final hour. Also, create internal deadlines for each item to help you manage the process. This way you’ll be ready to file sooner than later.

For help creating your checklist, refer to the Deloitte & Touche LLP SEC Compliance Checklist for Annual Reports on SEC Form 10-K.

Use Online Tools

After you’ve created a checklist, incorporate these items into a calendar to share electronically. The Edgar ^® Agents 2016 SEC Filings Calendar is a great source to start since it provides all the deadlines, SEC holidays and any other important dates you should know about when filing your documents. You can also make copies for all parties involved so they keep track on their own as well. This way everyone stays on the same page and uses the calendar as a tool when discussing next steps. Google and Outlook calendars also provide efficient online features, such as reminders.

Submit Financials First

When you are ready, submit your financial statements and notes first – these take the longest to process. Statements and notes need to be formatted in Edgar ^® while specific information needs to be tagged in XBRL throughout the document. This procedure can take some time to administer accurately so sending in financials ensures you will have time to make any edits before the deadline. You will also be less likely to overlook inaccuracies.

Use Proofreader’s Marks

While proofreading your document, use the proper proofreader’s marks. Be sure to incorporate marks that actually request a specific edit and avoid ambiguous symbols that neither correct nor give direction. If you are not familiar with proofreader’s marks, the Chicago Manual of Style, AP or Merriam-Webster are excellent reference guides. Although some symbols may vary, most marks are similar enough to be universally recognized. Also, double check the submission page to make sure the form type and filing period is accurate.

Send Edits in Bulk

Submit all your changes at once or in one proof. If there is more than one party reviewing the document, submit everyone’s edits, plus your own, in one email or in one proof if possible. This could help speed up the alteration process. Also, be sure to work off of the latest draft when making edits. Working off of an older draft can be confusing to all parties involved.

Verify Signatures and Dates

Make sure all signatures and dates are accurate when submitting your documents.  Even if the filing date could change during the conversion process (for example if a company decides to file on another date), be sure to double check the dates and signatures before giving final approval. It’s important to remember that for Edgar ^®/XBRL, signature requirements are satisfied with the signatory’s name typed into the electronic format, but Registrants are required to retain manually signed authorizations of the typed signatures for five years.

Apply Policies and Procedures

If there is anything about filing electronically that you are doubtful about and your research doesn’t answer your questions, give us a call ahead of time. We can help guide you through the necessary steps so you’re prepared to file before the deadline. In addition, be aware that in annual reports companies are required to disclose whether periodic and current reports are available on their website. To assist with this, Edgar ^® Agents offers its clients an XBRL widget that can be easily uploaded onto their site and updates automatically to display the latest financials. Ask about our XBRL widget when you call.

Trust Your SEC Filing Agent

Finally, it is critical to trust your filing agent. Edgar ^® Agents provides unparalleled customer service for its clients and is available 24×7. We also take on last minute projects even during heavy filing periods. If you are not satisfied with your filer, it’s time for a new one now.

To learn more about Edgar ^® Agents and our services, call us at 732-780-5036 or email us at info@edgaragents.com. Also visit our site at www.edgaragents.com or send us a note on any of our social pages. Twitter, LinkedIn, Google+ or Blogger.