THE EMERGING GROWTH COMPANY -
The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more
The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more
6/20/2016
/ Accredited Investors ,
Advertising ,
Capital Raising ,
Final Rules ,
General Solicitation ,
JOBS Act ,
Registration Requirement ,
Regulation D ,
Rule 502 ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more
6/2/2016
/ Accredited Investors ,
Corporate Issuers ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
JOBS Act ,
Registration ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements ,
Title V ,
Title VI
Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more
Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more
2/1/2016
/ Capital Formation ,
Crowdfunding ,
Dodd-Frank ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Private Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Requirement ,
Regulation A ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final...more
The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more
1/15/2016
/ Annual Reports ,
Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Golden Parachutes ,
Institutional Shareholder Services (ISS) ,
JOBS Act ,
Popular ,
Proxy Access ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals
On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (“FAST Act”), which includes a number of securities law related provisions that had previously been the subject of individual bills...more
At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more
11/6/2015
/ Amended Regulation ,
Blue Sky Laws ,
Capital Formation ,
Crowdfunding ,
General Solicitation ,
Investor Protection ,
JOBS Act ,
Offerings ,
Proposed Regulation ,
Regulation D ,
Rule 147 ,
Rule 504 ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Startups ,
Transacting Intrastate Business ,
Websites
In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more
11/2/2015
/ Advertising ,
Aggregation Rules ,
AICPA ,
Annual Reports ,
Broker-Dealer ,
Cancellation Rights ,
Capital Raising ,
Crowdfunding ,
Data Privacy ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Statements ,
Funding Portal ,
GAAP ,
Intermediaries ,
Investment Companies ,
Investment Company Act of 1940 ,
Investor Protection ,
JOBS Act ,
Offerings ,
Policies and Procedures ,
Recordkeeping Requirements ,
Regulation S-P ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Title III
On June 5, 2015, Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, filed a motion with the SEC for a stay of the Regulation A+ rules, which are scheduled to become effective this...more
The SEC recently approved a proposal by the national securities exchanges and FINRA for a two-year pilot program to widen tick sizes for prices of certain smaller company common stock. The SEC adopted the tick size pilot...more
Overview -
Yesterday, March 25, 2015, the Securities and Exchange Commission voted unanimously to adopt final rules to implement the rulemaking mandate of Title IV of the JOBS Act by adopting amendments to Regulation...more
In This Issue:
- Introduction
- The IPO on-ramp
- The IPO Process
- Applying Title I to other transactions
- Private offerings
- Crowdfunding
- Regulation A+
- Exchange...more
The SEC Staff’s recently released Report on Review of Disclosure Requirements in Regulation S-K, which was required by Section 108 of the JOBS Act, provides a starting point for revisiting broader issues regarding SEC...more
Overview -
Yesterday, December 18, 2013, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules both retain and modernize the current framework of Regulation...more
In this alert, we provide a detailed overview of the proposed regulatory framework that will be applicable to crowdfunding offerings conducted pursuant to Title III of the JOBS Act in reliance on Section 4(a)(6) of the...more
The SEC has announced the agenda and panelists for its annual Small Business Forum on November 21, 2013. The event will begin at 9 a.m. at the SEC (and via webcast), and will include two morning panel discussions. The first...more
The emerging growth Company -
The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more
The SEC has provided very short notice of an open meeting to consider proposed rules under Title III of the JOBS Act. Title III of the JOBS Act amended Section 4 of the Securities Act to add paragraph (6), which provides a...more
On October 24, 2013, the House Subcommittee on Capital Markets and GSEs will hold a hearing on “Legislative Proposals to Reduce Barriers to Capital Formation.” The hearing was originally scheduled for earlier in the month,...more
REGULATION FD -
Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more
10/1/2013
/ Crowdfunding ,
Financial Industry Regulatory Authority (FINRA) ,
General Solicitation ,
JOBS Act ,
Private Offerings ,
Proxy Statements ,
Public Disclosure ,
Public Offerings ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Social Media
Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more
REGULATION FD -
Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more
9/9/2013
/ Accredited Investors ,
Broker-Dealer ,
Crowdfunding ,
Disclosure Requirements ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
GAAP ,
Investment Adviser ,
JOBS Act ,
Material Nonpublic Information ,
Private Offerings ,
Proxy Solicitations ,
Public Offerings ,
Recordkeeping Requirements ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Third-Party Liability
Introduction -
At long last, the U.S. Securities and Exchange Commission (SEC) took action today to implement rules that complied with the JOBS Act mandate to relax the prohibition against general solicitation in...more