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Monthly Archives: September 2012

Investor Advisory Committee of the SEC

Posted in Crowdfunding, Rule 506 Rulemaking

On Friday, September 28, 2012, the Dodd-Frank Investor Advisory Committee of the SEC met (see this agenda) and received an SEC Staff briefing on the JOBS Act. In connection with the Staff briefing, the Committee received an update from Jonathan Ingram, Deputy Chief Counsel and Lona Nallengara, Deputy Director (Legal and Regulatory) in the Division… Continue Reading

EDGAR Filing Option for EGCs Live October 1st

Posted in IPO On-Ramp

The Division of Corporation Finance confirmed that beginning on October 1, 2012, an EGC may submit its confidential draft registration statement through the EDGAR system.  Once an issuer chooses to rely on EDGAR submissions, it cannot opt to change to paper submissions through the secure email system.  The SEC will provide instructions on transitioning from… Continue Reading

Call to Increase Tick Sizes: A Guest Blog

Posted in Decimalization

Former Vice Chairman of NASDAQ, David Weild IV, guest blogs about the importance of tick sizes. David is Head of Capital Markets at Grant Thornton and Founder, Chairman and CEO of Capital Markets Advisory Partners. Our prior studies served as a call to action that helped focus attention on the plight of capital formation that… Continue Reading

Small and Emerging Companies Advisory Committee

Posted in IPO On-Ramp

The SEC Advisory Committee on Small and Emerging Companies met on September 7, 2012 in San Francisco to continue its dialogue on capital formation and other issues affecting emerging companies.  The agenda for the meeting, as well as background materials, and presentation materials are available on the SEC’s site, at http://www.sec.gov/info/smallbus/acsec.shtml. The background materials included… Continue Reading

Eliminating the Prohibition on General Solicitation for Commodity Pools

Posted in Rule 506 Rulemaking

When the SEC finalizes proposed rules that eliminate the prohibition on general solicitation and general advertising, private funds will be free to jump in and publicly offer their securities, right? Not so fast, especially if the private fund is a commodity pool under the Commodity Exchange Act. Among other things, Section 201(a)(1) of the JOBS… Continue Reading

FINRA Rule 5123 to Become Effective in December

Posted in Private Placements

We have previously written about FINRA Rule 5123 (see http://www.mofo.com/files/Uploads/Images/120615-FINRA-Rule-5123.pdf) which will apply to private placements in which a FINRA member firm participates.  On September 5th, FINRA announced that the rule will become effective on December 3, 2012 for offerings commencing after such date.  See the full notice at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p163707.pdf FINRA Rule 5123 applies to… Continue Reading

Report on Tick Sizes

Posted in Decimalization

Grant Thornton has published a report on tick sizes, available here http://www.sec.gov/info/smallbus/acsec/acsec-backgroundmaterials-090712-weild-article.pdf.  The report discusses two alternatives to customize tick sizes.  These alternatives are likely to be discussed during the meeting of the SEC Advisory Committee on Small and Emerging Companies today.

Confidential EDGAR Submissions Coming Down the Pike

Posted in IPO On-Ramp

Under Title I of the JOBS Act, an emerging growth company may confidentially submit a draft registration statement for an initial public offering for nonpublic review, provided that the initial confidential submission and all amendments are publicly filed with the SEC no later than 21 days prior to the issuer’s commencement of a road show. … Continue Reading

If a Tree Falls in the Forest….

Posted in Rule 506 Rulemaking

Over the last few weeks, many commentators have written about the potential for widespread fraud and abuse in connection with Rule 506 offerings in which general solicitation is used.  Some of these commentators have noted that if general solicitation is permitted, additional safeguards should be implemented in order to protect accredited investors.  The argument seems… Continue Reading