It seems scarcely a week goes by without a headline blaring news of a major cybersecurity breach. And with ongoing revelations about the data-tracking activities of the National Security Agency, the public isn’t growing less...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 recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more
The SEC has announced that it ordered the national securities exchanges and the FINRA to develop and file a plan to implement a targeted 12 month pilot program that will widen tick sizes for specified small-cap stocks. The...more
The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) recently provided guidance on applying its rules regarding communications in connection with securities offerings, tender...more
On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor”...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
Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...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
Today, the SEC Staff in the Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to provide a number of new interpretations regarding Rule 506(c) and revised Rule 144A. ...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
Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more
10/3/2013
/ Accredited Investors ,
Bad Actors ,
Disqualification ,
Form D Filing ,
General Solicitation ,
Investors ,
Private Offerings ,
Regulation D ,
Rule 144A ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Social Media
On September 27, 2013, the SEC published Release No. 33-9458 to re-open the comment period for its proposed amendments to Regulation D, Form D and Securities Act Rule 156. The comment period for the proposals, which were...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
As was the case back in 1995 when the government last experienced a shutdown, the SEC announced that it will remain open and operational in the event the federal government undergoes a lapse in appropriations on October 1. ...more
At an open meeting on September 18, 2013, the Securities and Exchange Commission (“SEC”) approved for public comment proposed rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
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
Although the SEC’s final rule relaxing the ban on general solicitation in certain Rule 506 offerings and Rule 144A offerings was highly anticipated, the final rule leaves open or raises a number of interesting...more
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
On May 30, 2013, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) published Frequently Asked Questions (“FAQs”) regarding certain disclosures required under the Dodd-Frank Wall Street Reform...more