On August 25, 2016, the SEC issued a release requesting comments on certain disclosure requirements under Regulation S-K relating to disclosures on management, certain security holders and corporate governance matters...more
Business development companies (“BDCs”) provide an important and growing alternative source of capital to small and middle market companies that may not otherwise have access to bank financing....more
The requirement of the Securities and Exchange Commission (the “SEC”) for registered open-end funds to disclose “acquired fund fees and expenses” (“AFFE”) of other funds they invest in, including business development...more
On July 26, 2016, the SEC revised Question 140.02 of its Compliance and Disclosure Interpretations (“C&DIs”) on Regulation S-K, pertaining to selling securityholder disclosure. Revised Question 140.02 states that a...more
On July 1, 2016, the SEC approved NASDAQ’s proposed Rule 5250(b)(3), as amended by Amendment No. 2 filed on June 30, 2016 (the “Final Rule”), requiring NASDAQ-listed companies to publicly disclose third-party compensation...more
On June 23, 2016, the SEC Division of Corporation Finance (the “Division”) issued new Compliance and Disclosure Interpretations (“C&DIs”) for Securities Act Rule 701. The new C&DIs address the exemption for offers and sales...more
Overview -
Business development companies (“BDCs”) are U.S. publicly held investment funds that invest primarily in private and thinly traded public U.S. businesses. BDCs have generally faced capital raising challenges...more
On June 14, 2016, the SEC issued an order (the “Order”) to increase the net worth threshold for “qualified clients” under Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), from $2 million to...more
On June 16, 2016, the Securities and Exchange Commission (the SEC) issued a press release proposing rules to modernize disclosures for mining properties (the “Proposed Rules”), currently set forth in Item 102 of Regulation...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)
On June 14, 2016, the D.C. Circuit Court of Appeals in Lindeen v. SEC upheld Regulation A+, including the SEC’s definition of “qualified purchaser.” The decision comes after petitioners William F. Gavin and Monica J....more
On June 1, 2016, the SEC issued an interim final rule to implement Section 72001 of the Fixing America’s Surface Transportation (FAST) Act, which requires the SEC to issue regulations to permit issuers to submit a summary...more
Structured Notes Offered on an Agency Basis -
In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more
5/31/2016
/ Comment Period ,
Debt ,
Department of Labor (DOL) ,
Deposit Accounts ,
FDIC ,
Financial Industry Regulatory Authority (FINRA) ,
Offerings ,
Recordkeeping Requirements ,
Regulation S-K ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Structured Financial Products ,
Underwriting
On May 13, 2016, the SEC issued new Compliance and Disclosure Interpretations (“C&DIs”) on Rules 100 (Crowdfunding Exemption and Requirements), 201 (Disclosure Requirements), 204 (Advertising) and 205 (Promoter Compensation)...more
On May 16, 2016, the North American Securities Administrators Association (NASAA) released for public comment its proposed model rule and uniform notice filing form for crowdfunded offerings. ...more
On May 17, 2016, the staff of the SEC Division of Corporation Finance (the “Staff”) issued 12 new Compliance & Disclosure Interpretations (“C&DIs”) on the use of non-GAAP financial measures, which has recently been an area of...more
On May 9, 2016, the Securities and Exchange Commission (the “SEC”) issued an order approving the proposal of the Public Company Accounting Oversight Board (the “PCAOB”) to adopt new rules (Rules 3210 and 3211), a new form,...more
On May 5, 2016, SEC Deputy Chief Accountant Wesley Bricker and the SEC Division of Corporation Finance’s Chief Accountant Mark Kronforst spoke at the 2016 Baruch College Financial Reporting Conference. Deputy Chief Accountant...more
On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more
On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more
SEC Concerns with the “Piggyback” Exception of Rule 15c2-11 -
Rule 15c2-11 (“Rule 15c2-11”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), sets forth procedures for the submission and...more
In recent speeches, SEC Chair Mary Jo White and Chief Accountant James Schnurr have addressed the SEC’s growing concern regarding the use of non-GAAP measures in financial reporting. The SEC initially adopted Regulation G in...more
On March 15, 2016, the NASDAQ Stock Market LLC resubmitted its proposed rule requiring NASDAQ-listed companies to publicly disclose third-party compensation arrangements for board members and board nominees, commonly referred...more
The NYSE’s proposed rule requiring foreign private issuers (“FPIs”) to submit semi-annual unaudited financial information on Form 6-K was filed with the SEC and took effect on February 19, 2016....more
On February 1, 2016, the House passed H.R. 3784, the SEC Small Business Advocate Act, and H.R. 2187, the Fair Investment Opportunities for Professional Experts Act....more