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Monthly Archives: January 2013

More on Decimalization

Posted in Decimalization

As greater attention is devoted to the role of decimalization and other market structure changes in the decline of smaller company IPOs, we wanted to share this white paper authored by Leslie Seff, http://www.mofo.com/files/Uploads/Images/121124-IPOs-Decimalization-Need-for-Better-Regulation.pdf.  The paper puts into perspective the various regulations that had an effect on market making activity, and recommends a more nuanced… Continue Reading

Agenda for Advisory Commt on Small and Emerging Companies

Posted in SEC News

Today the Securities & Exchange Commission announced the agenda for the February 1st meeting of the Advisory Committee (see:  http://www.sec.gov/news/press/2013/2013-11.htm), which is open to the public, and also available afterward for webcast viewing.  The group will discuss tick sizes, the creation of a sophisticated-investor only exchange for emerging companies, and scaled disclosures.

FINRA Updates Private Placement Filing Requirements FAQs

Posted in Private Placements

FINRA recently posted two updates to its Private Placement Filing Requirements FAQs. http://www.finra.org/Industry/Compliance/RegulatoryFilings/PrivatePlacements/FAQ/index.htm?utm_source=MM&utm_medium=email&utm_campaign=Weekly_Update_012313_FINAL#1-4. In the first update, FINRA clarified that the Rule 5123 filing obligation applies to private placements to any individual accredited investor, which includes officers, directors and general partners of the issuer (Rule 510(a)(4)) and entities in which all the equity owners are… Continue Reading

Advisory Committee on Small and Emerging Companies Recommendations

Posted in Decimalization

In advance of its February meeting, the Committee released its draft recommendations, available here:  http://www.sec.gov/info/smallbus/acsec/draft-committee-recommendations-statement-020113.pdf.  The Committee recommends that the SEC adopt rules to increase tick sizes for smaller exchange-listed companies and permit issuers to choose their own tick sizes within certain SEC-specified ranges.  The Committee also recommends that the SEC facilitate and encourage the… Continue Reading

SEC Investor Advisory Committee Meeting

Posted in SEC News

On January 18, 2013, the Investor Advisory Committee held its first meeting of the new year.  SEC Chair Walters provided some opening remarks (seehttp://www.sec.gov/news/speech/2013/spch011813ebw.htm) in which she emphasized the Commission’s intentions of moving forward efficiently with the rulemaking required by Dodd-Frank and by the JOBS Act.  She commented on the pace of change in the… Continue Reading

Section 3(b)(2) Exemption and Capital-Raising by Banks

Posted in Regulation A+

Many banks have taken advantage of the provisions of the JOBS Act regarding the holder-of-record threshold to deregister and terminate their registration.  Banks may want to consider their capital-raising alternatives going forward.  A community or small bank that is no longer subject to Exchange Act filing requirements may consider a Rule 506 offering.  A Rule… Continue Reading

Investor Advisory Committee Meeting This Week

Posted in SEC News

The Investor Advisory Committee will hold a meeting Friday, January 18, 2013, which will begin at 10:00 a.m. (EDT).  The meeting is open to the public and will be webcast on the SEC’s site.  The agenda for the meeting includes introductory remarks from Chairman Walter and Commissioners; introductory remarks from Committee officers; discussion of administrative… Continue Reading

FINRA Launches Funding Portal Form

Posted in Crowdfunding

As we noted, last month FINRA’s Board of Governors authorized FINRA to issue an interim form to seek essential information from prospective funding portals intending to apply for membership with FINRA pursuant to the JOBS Act.  FINRA has now announced the availability of the Interim Form for Funding Portals (“IFFP”), which is an online form… Continue Reading

MoFo Webcast: The JOBS Act: Growing Momentum

Posted in Events

Join Morrison & Foerster and PLI for a webcast on the JOBS Act. The webcast will be held Tuesday, January 8, from 1:00 – 2:00 PM EST. Since enactment of the JOBS Act in April 2012, the Staff of the Securities & Exchange Commission has published many of the required studies and released significant guidance… Continue Reading