News & Analysis as of

Securities and Exchange Commission (SEC) Safe Harbors Investors

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe...

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more

DarrowEverett LLP

Using an Unregistered Broker-Dealer for Capital Raising is a Risky Proposition

DarrowEverett LLP on

One of the most overlooked and problematic issues concerning capital raising by small businesses, venture capital funds, and private equity funds is the use of “finders” to assist issuers with raising capital. Those who act...more

Vinson & Elkins LLP

SEC Proposes Sweeping Rules Applicable to SPAC IPOs and De-SPAC Transactions

Vinson & Elkins LLP on

On March 30, the commissioners of the Securities and Exchange Commission approved much-anticipated proposed rules relating to special purpose acquisition companies. Originally published in The Texas Lawbook, April 4,...more

White & Case LLP

Q&A: The case for a market-wide approach to sustainable business practices

White & Case LLP on

Frederick Alexander, Chief Executive Officer and founder of the Shareholder Commons—a nonprofit organization focused on issues and structures for a sustainable, just economy— discusses how systemic changes can help companies...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Takes Aim at SPACs

March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more

Kilpatrick

Under Proposed Exemptive Order Finders Need Not Register with a Broker-Dealer to Receive Transaction Based Compensation

Kilpatrick on

On October 7, 2020, the Securities and Exchange Commission (the “Commission”) released a Notice of Proposed Exemptive Order (“Notice”) that would create a conditional exemption from the broker registration requirements for...more

Vinson & Elkins LLP

SEC Adopts 2019 Proxy Voting Amendments, Minus the Bite

Vinson & Elkins LLP on

On July 22, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the proxy solicitation rules and issued guidance regarding the proxy voting responsibilities of investment advisers. The amendments, a...more

Jones Day

SEC Again Urged to Regulate ESG Disclosures - The SEC's Investor Advisory Committee joins the call for SEC rulemaking on ESG...

Jones Day on

The Investor Advisory Committee of the U.S. Securities and Exchange Commission ("SEC") recently recommended that the SEC promulgate specific disclosure policies regarding environmental, social, and governance ("ESG") topics...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Changes to Rules Governing Integration of Exempt Offerings and General Solicitation

On March 4, 2020, the Securities and Exchange Commission (SEC) published a release entitled “Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets” (the...more

Goodwin

U.S. SEC COVID-19 Statements Highlight the Importance of First Quarter Disclosures – A Review and Practical Guide

Goodwin on

Recent statements by the Chair and the Directors of the Division of Corporation Finance and the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) highlight the challenges that companies face as they...more

Herbert Smith Freehills Kramer

SEC Proposes Rule Changes to Improve Private Placement Rules

On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more

Perkins Coie

Blockchain Week in Review - February 2020

Perkins Coie on

U.S. Developments - SEC Commissioner Proposes Safe Harbor for Token Offerings - In a speech on February 6th at the International Blockchain Congress in Chicago, Securities and Exchange Commission (“SEC”) Commissioner...more

Proskauer - Blockchain and the Law

SEC Attempts to Halt Telegram’s Planned Token Distribution

On October 11, 2019, the SEC filed an emergency action to stop Telegram (Telegram Group Inc. and its wholly owned subsidiary TON Issuer Inc.) from continuing its offering of tokens. Telegram raised approximately $1.7 billion...more

Jones Day

SEC Explores Ways to Simplify, Harmonize, and Improve the Framework For Exempt Offerings

Jones Day on

The Situation: In recent years, the overall framework for exempt offerings has shifted as new exemptions from the registration requirements of the Securities Act of 1933 ("Securities Act") have been introduced and existing...more

Vedder Price

Investment Services Regulatory Update - December 2018

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts – NEW RULES – SEC Adopts New Rules Permitting Covered Investment Fund Research Reports – On November 30, 2018, the SEC adopted Rule 139b under the Securities Act of...more

Bowditch & Dewey

Is Crowdfunding for You?

Bowditch & Dewey on

Starting a new brewery takes money. Is crowdfunding the way to raise the funds you need? Crowdfunding allows a company to raise money online without registration under securities laws. There are other exemptions from...more

Mayer Brown Free Writings + Perspectives

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

Vedder Price

Investment Services Regulatory Update - November 2017

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

Herbert Smith Freehills Kramer

Funds Talk: May 2017 - Securitization Rules Offer Differing Definitions of ‘U.S. Person’

With the long-awaited U.S. rules requiring a level of risk retention in securitizations recently going into effect, an added wrinkle has been created by a slight difference in how “U.S. person” is defined in different...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

Bradley Arant Boult Cummings LLP

FINRA Proposes New Rule to Further Protect Seniors and Vulnerable Adults From Financial Exploitation

The Financial Industry Regulation Authority (FINRA) announced a new proposed rule that will allow member firms to place a temporary hold on a disbursement of funds or securities when the firm has a reasonable belief that...more

K&L Gates LLP

Notification Requirement for Firms Claiming Compliance with the Global Investment Performance Standards (GIPS)

K&L Gates LLP on

The GIPS Executive Committee has approved a new requirement, effective January 1, 2015, that any firm claiming compliance with GIPS must annually notify the CFA Institute of such claim by June 30. Each GIPS-compliant firm...more

Akin Gump Strauss Hauer & Feld LLP

SEC Provides New C&DIs on Verifying Accredited Investor Status

In early July, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued several new interpretations (at 255.48-49 and 260.35-38) (C&DI) relating to the verification of “accredited investor” status...more

Morrison & Foerster LLP - JOBS Act

A+ Indeed: The SEC’s Proposed Rules Amending Reg A

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

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