Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

Section 929P(a) of the Dodd-Frank Act provides that the SEC’s authority in administrative penalty proceedings is “coextensive” with its authority to seek penalties in federal court.  The plaintiff in Bebo v SEC argued the Dodd-Frank Act violates equal protection and due process because it gives the SEC unfettered discretion through its choice of forum to provide (if federal) or withhold (if administrative) a citizen’s Seventh Amendment jury trial right for the same conduct and the same remedies.

The court found in favor of the SEC.  According to the court, the plaintiff’s argument regarding the lack of meaningful judicial review lies in her objection to being subject to a procedure that she contends is wholly unconstitutional. However, the court found district court jurisdiction “is not an escape hatch for litigants to delay or derail an administrative action when statutory channels of review are entirely adequate.”  If the process is constitutionally defective, plaintiff can obtain relief before the SEC, if not the court of appeals.

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 100 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

 

Occasionally we see interesting uses of social media in M&A transactions (See the SEC position here, and prior examples here).  Some more recent examples are:

From Zillow’s acquisition of Trulia:

Fun pushing social media and investor relations envelope . . .

Shareholder vote complete.  Deal approved by more than 99%. More info in 8-K later . . .

In Mitel’s acquisition of Mavenir, almost 30 tweets and retweets were disclosed in a single 425 filing (scroll to the end), including the following:

Mitel announces definitive agreement to acquire Mavenir. $MITL $MVNR #Mitel http://ow.ly/3xqJLw

.@MItel & @Mavenir -Strategic Winning Combination for #Wireless #Cloud #UCOMS Leadership #MWC15 $MITL $MVNR #NewMitel http://bit.ly/1wCrwY3

RT @JonBrinton: .@Mitel & @Mavenir creates a powerful new value proposition for enterprises & mobile service providers—Rich McBee http://t.co/7NbHN8Bk0r

One would expect to see more uses like the above, but usage seems scant. It’s possible my searches do not find everything.  One likely explanation is by the time you get to public announcement, the team is suffering from deal fatigue.  It’s complicated enough to explain the usual rules regarding filing of SEC communications without another layer of complexity, and there is all the other important announcement matters going on.

But it really shouldn’t be that hard.  A number of tweets can be drafted and approved in advance, just like shareholder and employee FAQs.  One problem is a 425 filing can’t be finalized until the hyperlinks are known, but it should easy enough to circle back later in the day and complete the filing.

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 100 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

 

On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the meaning of the Securities Act of 1933.

Paul Edward “Ed” Lloyd, Jr. is a CPA and, at the time in question, was also a registered representative of LPL Financial, LLC, a broker-dealer and investment adviser. Lloyd established LLCs and sold interests in those LLCs to tax planning clients – four of whom were also investment advisory clients of LPL Financial. The LLCs formed by Lloyd were used to bundle the investor funds, then the funds were invested in a second set of LLCs, whose promoters had identified real estate that was suitable for the creation and donation of conservation easements. When the conservation easements were donated to an eligible conservation organization by the land-investment LLCs, a tax deduction was generated and passed through to the individual owners.

The SEC instituted proceedings in September 2014 alleging that Lloyd’s clients agreed to purchase $632,500 in LLC interests, but only $502,500 of that money was actually invested; the rest was misappropriated by Lloyd.  Notably, the SEC chose to pursue the action through an administrative proceeding rather than through federal court — a tactic that arguably gives the SEC a significant “home court” advantage.  The SEC claimed Lloyd violated numerous fraud-related provisions of the securities laws, including Section 17(a) of the Securities Act, Sections 10(b) and 15(a) of the Exchange Act, Rule 10b-5 under the Exchange Act, Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940, and Rule 206(4)-8 under the Advisers Act. Many of these claims require that the LLC interests be treated as “securities” within the meaning of the Securities Act. 

Under Section 2(a)(1) of the Securities Act, one of the categories of “securities” is “investment contracts.” The 1946 case of SEC v. W.J. Howey Co. established the classic test (known now as the Howey test) for determining whether an instrument is an investment contract. The Howey test requires that there be 1) an investment of money, 2) in a common enterprise, 3) with the expectation of profits, 4) solely from the efforts of a promoter or third party. 

Lloyd’s lawyers have contested the SEC’s jurisdiction from the outset, claiming that the LLC interests did not meet the Howey test because the availability of a tax deduction is not the equivalent of the expectation of a profit. The SEC, of course, disagreed. An October 1, 2014 article from the Charlotte Observer quotes Bill Hicks, the SEC’s associate regional director in Atlanta: “I think at the end of the day the facts will establish it as a security.”

The ALJ sided with Lloyd, finding that prongs 3 and 4 of the Howey test were not met by the LLC interests. Those portions of the SEC’s claims alleging violations of the Securities Act, the Exchange Act, Rule 10b-5, and Advisers Act Rule 206(4)-8 were dismissed. However, the portions of the SEC’s proceeding against Lloyd relating to alleged violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act (which do not require a sale of securities) will proceed.

Lloyd isn’t out of the woods yet and may ultimately be found to have violated the securities laws, but for now the SEC is left with the indignity of being corrected by an ALJ regarding a fundamental question under the Securities Act.

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 100 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

Courts recently issued three opinions on the whistleblower anti-retaliation provisions of the Dodd-Frank Act.

In Murray v. UBS Securities, LLC, Mr. Murray claimed he was terminated because he refused to skew his research on commercial mortgage backed securities, or CMBS. Mr. Murray brought an anti-retaliation claim under the Consumer Financial Protection Act, which is Title X of the Dodd-Frank Act.  The provision relied upon by plaintiff, 12 U.S.C. § 5567(a)(4), provides:

No covered person or service provider shall terminate … any covered employee … by reason of the fact that such employee … has … objected to, or refused to participate in, any activity, policy, practice, or assigned task that the employee … reasonably believed to be in violation of any law, rule, order, standard, or prohibition, subject to the jurisdiction of, or enforceable by, the [CFPB].

The court found the foregoing provision did not apply because at the time of the dismissal the CFPB did not regulate CMBS.

Plaintiff Tarun Kshetrapal sued former employer Dish Network LLC.  Plaintiff alleged that defendant interfered with his subsequent employment opportunities after termination. Termination occurred prior to the time the Dodd-Frank Act was signed into law.  However, the alleged interference occurred after the Dodd-Frank Act became effective, and the plaintiff sought injunctive relief with respect to continuing harassment.  The court found injunctive relief was not available under the Dodd-Frank Act.  However, plaintiff was not completely out of luck, as the plaintiff also brought a Sarbanes-Oxley anti-retaliation claim.  The court found Sarbanes-Oxley applied to former employees, and stated plaintiff could pursue that claim.

In this case, the United States District Court for the Eastern District of Missouri found that plaintiff could not proceed on a Dodd-Frank whistleblower anti-retaliation claim because plaintiff did not report the conduct to the SEC.  The courts are currently split on this issue.

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 100 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

The Municipal Securities Rulemaking Board, or MSRB, has received approval from the SEC to create baseline standards of professional qualification for municipal advisors. The new standards will be incorporated through amendments to the MSRB’s existing Rules G-2 and G-3 on professional qualifications and take effect April 27, 2015.

The Dodd-Frank Wall Street Reform and Consumer Protection Act charged the MSRB with developing professional standards as part of a comprehensive regulatory framework for municipal advisors. Revised MSRB Rule G-3 establishes two classifications of municipal advisor professionals, representative and principal, with firms required to designate at least one principal to oversee the municipal advisory activities of the firm.

The MSRB last month approved the content outline for the Municipal Advisor Representative Qualification examination, which will be filed with the SEC and made publicly available as a study aid. The MSRB plans to administer a pilot exam later this year that will precede the final exam, which is expected to be available in 2016. To facilitate the transition to the new exam requirement, the MSRB’s rule provides for a one-year grace period during which individuals will be able to take the municipal advisor representative exam while still engaging in municipal advisory activities.

Amended Rule G-3 also eliminates the requirement of apprenticeship. Previously, municipal securities representatives were required to apprentice for 90 days before conducting business with the public. Omitting the apprenticeship requirement for dealers — and not establishing it for municipal advisors – allows both types of firms to identify appropriate training and supervision for new employees.

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 75 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders  after a merger did not waive appraisal rights under the facts of the case before the court.

Here, the drag-along right did not include a specific waiver of appraisal rights.  It only provided that upon advance notice, minority shareholders would vote in favor of a change-in-control-transaction.

Delaware courts have never addressed whether a common stockholder can waive appraisal rights in advance. The court discussed In re Appraisal of Ford Holdings, Inc.  That case found that a preferred stockholder may waive its right to appraisal.  According to the case, “[s]ince Section 262 represents a statutorily conferred right, it may be effectively waived in the documents creating the security only when that result is quite clearly set forth when interpreting the relevant document under generally applicable principles of construction,” and ultimately held that the indirect language in the relevant documents was “too frail a base upon which to rest the claim that there has been a contractual relinquishment of rights under Section 262”.

For purposes of the Halpin opinion, the court assumed that common stockholders may waive appraisal rights in advance of a transaction. Here the court found construction of the unambiguous contract provision does not clearly demonstrate that the company is entitled to force a waiver of appraisal.  The court found the contract demonstrated the opposite—under the circumstances, the minority stockholders did not breach the stockholders agreement by seeking appraisal.

The court assumed, as argued by the company, that the only purpose of the drag-along was to waive the minority stockholders’ appraisal rights. However, rather than explicitly waiving appraisal rights, the parties opted instead to contract for acts by the minority stockholders that would have the effect of waiving appraisal rights–either a forced tender or vote in favor of a transaction.

But the company’s argument failed because it did not exercise the drag-along rights before the merger.  The actual vote on the merger occurred by written consent of the controlling stockholder, before the drag-along rights were exercised.  Simply put, the drag-along rights did not require the minority stockholders to consent to a transaction that had already taken place.

The court rejected the notion that the minority stockholders waived their appraisal rights because of the implied covenant of good faith and fair dealing.  The company and the minority stockholders were sophisticated parties, and both were charged with knowledge as to the various ways the company could have carried out a merger under Delaware law, including by written consent pursuant to Section 228 of the DGCL. Yet, with full awareness that it could consummate a merger by written consent, without the minority stockholders’ knowledge or involvement, the company agreed to drag-along rights that by their unambiguous terms did not apply to this retrospective scenario.

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 75 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

Julie M. Riewe, Co-Chief, Asset Management Unit, SEC Division of Enforcement identified enforcement priorities for hedge funds and private equity funds.

For private funds — meaning hedge funds and private equity funds — the AMU’s 2015 priorities include conflicts of interest, valuation, and compliance and controls. On the horizon, on the hedge fund side, the SEC anticipates cases involving undisclosed fees; all types of undisclosed conflicts, including related-party transactions; and valuation issues, including use of friendly broker marks.

The SEC will also continue to refine the analytics for the AMU’s signature risk initiative, the Aberrational Performance Inquiry, or API, which uses proprietary risk analytics to identify hedge funds with suspicious returns. In 2014, the Enforcement Division brought its eighth case generated by API.

On the private equity side, the AMU continues to work very closely with the exam staff and it expects to see more undisclosed and misallocated fee and expense cases like the Clean Energy Capital and Lincolnshire Management, Inc. cases it brought in 2014.

According to Ms. Riewe, an adviser’s failure to disclose conflicts of interest to clients subjects it to possible enforcement action.  Because disinterested investment advice — or, alternatively, clients’ knowledge of any conflicts that might render their adviser’s advice not disinterested — is at the heart of advisers’ fiduciary relationship with clients, the Asset Management Unit has aggressively pursued enforcement cases where appropriate.

Ms. Riewe noted that with respect to conflicts of interest, there is no exception to disclosure:

  • no “well-meaning or good-faith adviser” exception for an adviser that legitimately believes it is putting its clients’ interests first notwithstanding any conflicts;
  • no “mitigation” exception for an adviser that believes it has taken adequate internal measures to account for potentially incompatible interests; and
  • no “potential conflict” exception for an adviser that did not act upon the conflict to enrich itself at the expense of its clients.

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 75 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

CFTC Chair Timothy G. Massad delivered a speech on the importance of providing flexibility in the CFTC’s regulations to accommodate hedging by commercial end-users of derivatives.  Mr. Massad highlighted the following:

  • Last September the CFTC amended its rules so that local, publicly-owned utility companies could continue to effectively hedge their risks in the energy swaps market. The CFTC unanimously approved a change to the swap dealer registration threshold for transactions with special entities which will make that possible.
  • He expects the CFTC to finalize changes in the near future on customer-protection matters to address a concern of many in the agricultural community and many smaller customers regarding the posting of collateral.  The rules were adopted in the wake of the MF Global insolvency.  Market participants have asked the CFTC to modify one aspect of the rules regarding the deadline for futures commission merchants to post “residual interest,” which, in turn, can affect when customers must post collateral.
  • The CFTC has proposed to clarify when forward contracts with embedded volumetric optionality – a contractual right to receive more or less of a commodity at the negotiated contract price – will be excluded from being considered swaps so that commercial companies can continue to conduct their daily operations efficiently.
  • The CFTC has proposed to revise certain recordkeeping requirements to lessen the burden on commercial end-users and commodity trading advisors.
  • The CFTC staff has taken action to make sure that end-users can use the Congressional exemption given to them regarding clearing and swap trading if they enter into swaps through a treasury affiliate.
  • He noted the CFTC staff also recently granted relief from the real-time reporting requirements for certain less liquid, long-dated swap contracts, recognizing that immediate reporting can undermine a company’s ability to hedge.  Here I believe he was referring to narrow no-action relief granted to Southwest Airlines to permit a 15 calendar day delay in reporting oil derivative transactions.
  • He has asked the CFTC staff to look at the usefulness of information required in Form TO and the CFTC will consider changes to reduce the reporting currently required for trade options.

Chair Massad then turned his attention to the pending margin rules.  Among other things he referred to the December 2014 TRIA legislation that makes it clear that end-users are to be exempted from the requirement to post margin in connection with swaps that are not cleared. He observed that the CFTC is working to implement these statutory end-user margin protections quickly through an interim final rule, as Congress intended.

He also discussed the importance that position limit rules continue to permit commercial end-users to continue to engage in bona fide hedging transactions.

Other CFTC Commissioners also believe more work needs to be done to accommodate end-users.  In January 2015, CFTC Commissioner J. Christopher Giancarlo delivered remarks where he stated “Unfortunately, caught up in some of the collateral damage surrounding the Dodd-Frank reforms were the traditional commodity and energy markets and the end-users who depend on them for a variety of uses. Yet, end-users were not the source of the financial crisis. That is why Congress undertook to exempt end-users from the reach of swap trading regulation. It is our job at the CFTC to make sure that our rules do not treat them like they were the cause of the crisis.”

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 75 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

We now know that Sarbanes-Oxley does not apply to fish . . .

While conducting an offshore inspection of a commercial fishing vessel in the Gulf of Mexico, a federal agent found that the ship’s catch contained undersized red grouper, in violation of federal conservation regulations. The officer instructed the ship’s captain, Mr. Yates, to keep the undersized fish segregated from the rest of the catch until the ship returned to port. After the officer departed, Yates instead told a crew member to throw the undersized fish overboard.

For this offense, Yates was charged with destroying, concealing, and covering up undersized fish to impede a federal investigation, in violation of 18 U. S. C. §1519. That section provides that a

person may be fined or imprisoned for up to 20 years if he “knowingly alters, destroys, mutilates, conceals, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence” a federal investigation.

At trial, Yates moved for a judgment of acquittal on the §1519 charge. Pointing to §1519’s origin as a provision of the Sarbanes-Oxley Act of 2002, a law designed to protect investors and restore trust in financial markets following the collapse of Enron Corporation, Yates argued that §1519’s reference to “tangible object” subsumes objects used to store information, such as computer hard drives, not fish. The District Court denied Yates’s motion, and a jury found him guilty of violating §1519. The Eleventh Circuit affirmed the conviction, concluding that §1519 applies to the destruction or concealment of fish because, as objects having physical form, fish fall within the dictionary definition of “tangible object.”

On appeal to the Supreme Court, the judgment was reversed.

The Supreme Court rejected the Government’s view that §1519 extends beyond the principal evil motivating its passage which was shredding of documents. The words of §1519, the Government argued, support reading the provision as a general ban on the spoliation of evidence, covering all physical items that might be relevant to any matter under federal investigation.

Yates urged a contextual reading of §1519, tying “tangible object” to the surrounding words, the placement of the provision within the Sarbanes-Oxley Act, and related provisions enacted at the same time. Yates maintained Section 1519  targets not all manner of evidence, but records, documents, and tangible objects used to preserve them, e.g., computers, servers, and other media on which information is stored.

Justices Ginsburg, Roberts, Breyer and Sotomayor agreed with Yates and rejected the Government’s unrestrained reading. “Tangible object” in §1519, the Justices concluded, is better read to cover only objects one can use to record or preserve information, not all objects in the physical world.  Justice Alito filed an opinion concurring in the judgment.

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 75 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.

ISS has published its policy on proxy access matters.  ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions:

  • Ownership threshold: maximum requirement not more than three percent (3%) of the votingpower;
  • Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group;
  • Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group;
  • Cap: cap on nominees of generally twenty-five percent (25%) of the board.

ISS will generally review for reasonableness any other restrictions on the right of proxy access.

ISS will generally recommend a vote against proposals that are more restrictive than these guidelines.

For companies that present both a board and shareholder proposal on the ballot on a similar topic, ISS will review each of them under the applicable policy.

ISS noted that as of early February 2015, approximately 50 bylaws allowing fee shifting have been adopted unilaterally, with none put to a shareholder vote. ISS points out its Litigation Rights policy states: “Generally vote against bylaws that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., in cases where the plaintiffs are partially successful).”

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 75 largest firms in the U.S., Stinson Leonard Street has more than 520 attorneys and offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.