The use of social media raises securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles.
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In various prepared remarks in recent weeks, Securities and Exchange Commission (SEC) Chair Gensler has commented on a number of potential proposals for additional disclosure requirements....more
INTRODUCTION -
This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant...more
8/31/2021
/ Closed-End Funds ,
Corporate Governance ,
Disclosure Requirements ,
Financial Markets ,
Financial Statements ,
Income Test ,
MD&A Statements ,
Private Funds ,
Pro Forma Financial Information ,
Publicly-Traded Companies ,
Regulation S-X ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Terms and Conditions
What’s the Deal?
An ATM offering is a follow-on offering of securities utilized by publicly traded companies in order to raise capital over a period of time. In an ATM offering, an issuer sells newly issued shares into...more
Today, 49 law firms, including Mayer Brown, signed a joint statement responding to a recent action against a SPAC asserting that SPACs are investment companies under the Investment Company Act of 1940 because proceeds from...more
8/27/2021
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Investment Companies ,
Investment Company Act of 1940 ,
Joint Statements ,
Money Market Funds ,
Securities Regulation ,
Short-Term Investments ,
Special Purpose Acquisition Companies (SPACs) ,
Statutory Interpretation
SEC Focus -
The Securities and Exchange Commission (SEC) has been focused on cybersecurity issues for over a decade, tracing back to its initial guidance on this topic in 2011. On October 16, 2018, the SEC released a...more
On July 13, 2021, the US Securities and Exchange Commission (“SEC”) announced charges against Stable Road Acquisition Corp. (“SRAC”), a special purpose acquisition company (“SPAC”), SRAC’s proposed merger target, Momentus...more
At a recent conference, Securities and Exchange Commission Chair Gary Gensler gave wide-ranging remarks addressing market structure issues, LIBOR and other rates, and the Commission’s regulatory agenda....more
Last week, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the Securities and Exchange Commission’s rulemaking agenda....more
6/14/2021
/ 10b5-1 Plans ,
Beneficial Owner ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases ,
Swaps
Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when...more
Overview -
Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration...more
Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021. Acting Director Coates noted the “unprecedented surge” in SPAC...more
Yesterday, the Staff of the Securities and Exchange Commission issued two statements relating to special purpose acquisition companies (SPACs). Neither statement provided any guidance or interpretation. Both seemed directed...more
Recently, the US Securities and Exchange Commission (“SEC”) adopted amendments to the definition of accredited investor (“AI”) and amendments to the definition of Qualified Institutional Buyer (“QIB”). Our updated investor...more
Recently, the Securities and Exchange Commission’s Division of Corporation Finance issued a sample comment letter that provides guidance to issuers raising capital and that have volatile securities. ...more
FINRA filed with the Securities and Exchange Commission (SEC) proposed amendments to the private placement filer form that members complete in connection with private placement filings made pursuant to either Rule 5122 or...more
Shortly before the end of his tenure as Chair of the Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change...more
In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC...more
Securities and Exchange Commission Chair Clayton had commented in several interviews over the last couple of months regarding possible SEC Staff guidance regarding SPAC disclosures. In a prior post, we also had noted that in...more
At an open meeting yesterday, the Securities and Exchange Commission (SEC) adopted resource extraction rules, as required by the Dodd-Frank Act. Resource extraction issuers that file reports pursuant to Securities Exchange...more
This chart is intended to compare and contrast, in summary form, various components of a traditional initial public offering versus merging with a special purpose acquisition company (“SPAC”).
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On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most...more
Some time ago, in 2018, the Securities and Exchange Commission had issued a concept release requesting public comment on possible amendments to Rule 701 and Form S-8. The concept release followed after the SEC Staff had...more
The Securities and Exchange Commission released for comment proposed rules that would apply on a temporary basis to allow for broader reliance on Rule 701 and Form S-8 for stock-based compensation related awards to gig or...more
Yesterday, November 23, 2020, the Staff of the Securities and Exchange Commission Division of Corporation Finance issued CF Disclosure Guidance Topic No. 10. The guidance addresses disclosure considerations for companies...more
11/24/2020
/ China ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Markets ,
New Guidance ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Rights ,
Variable Interest Entities