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Category Archives: SEC News

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Brief Updates on Capital Formation and Related Matters

Posted in Capital Formation, Exchange Act Registration Thresholds, General Solicitation, IPO On-Ramp, SEC News

At today’s meeting of the American Bar Association’s Federal Regulation of Securities Committee meeting in Washington, DC, various representatives from the Securities and Exchange Commission provided some comments and updates. During his presentation, the Director of the Division of Corporation Finance, Keith Higgins, reviewed the Staff’s current priorities, which also had been identified by Chair… Continue Reading

Chair White Testimony and Capital Formation Related Initiatives

Posted in Accredited Investor Standard, Disclosure Requirements, SEC News

In today’s Congressional testimony, Chair White discussed a number of capital formation related initiatives.  She mentioned the Commission’s Proposed amendments to modernize Rule 147 for intrastate offerings, The tick-size pilot program Division of Corporation Finance’s disclosure review initiative, Review of the disclosure requirements for smaller public companies, and Review of the “accredited investor” definition. Commenting… Continue Reading

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

Posted in Crowdfunding, Regulation D, SEC News

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed rule changes that could potentially facilitate intrastate and regional offerings that are subject to state blue sky regulation. In particular, the SEC… Continue Reading

SEC Final Crowdfunding Rules and Proposed Amendments to Rule 147 and Rule 504

Posted in Crowdfunding, SEC News

The SEC has published the Final Crowdfunding Rules following their earlier meeting wherein the rules were adopted. The final rules can be found here: http://www.sec.gov/rules/final/2015/33-9974.pdf. Additionally, the SEC has posted the proposed amendments to Rule 147 and Rule 504, available here: http://www.sec.gov/rules/proposed/2015/33-9973.pdf.

Regulation Crowdfunding

Posted in Crowdfunding, Exchange Act Registration Thresholds, SEC News

Today, the SEC voted to adopt final rules permitting crowdfunding.  Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the Securities Act.  The final rules reflect an effort to address some of the concerns raised during the comment process, and appear to provide some greater flexibility for… Continue Reading

Annual Government-Business Forum on Small Business Capital Formation

Posted in Capital Formation, JOBS Act News, SEC News

The SEC will hold its annual Government-Business Forum on Small Business Capital Formation on November 19, 2015 at 9 a.m.  The meeting is open to the public and also webcast on the SEC’s website.  The forum’s agenda will include discussions on exempt and registered offerings conducted due to the enactment of the JOBS Act.  The… Continue Reading

Investor Advocate Recommends Rejection of NYSE Rule Change

Posted in 20% Rule, SEC News

Investor Advocate, Rick Fleming, announced last Friday the recommendation to reject the proposed NYSE rule change that would allow certain listed companies to sell additional shares to insiders and related parties without obtaining shareholder approval (see our prior blog post on the proposal).  Specifically, the exemption would allow small companies to issue shares representing less… Continue Reading

Unlawful Crowdfunding? — SEC Institutes Public Administrative and Cease-and-Desist Proceeding Against Unregistered Broker-Dealer

Posted in Crowdfunding, Regulation A+, SEC News

In a proceeding on September 28th, the SEC ordered a public hearing to be held before an Administrative Law Judge within the next two months.  Further, the SEC ordered the Respondent and two companies under his control, to cease and desist from any engaging in any unlicensed and/or criminal acts of securities dealing. The Respondent… Continue Reading

Request for Comment on Regulation S-X

Posted in SEC News

The SEC recently published a request for comment on Regulation S-X (see:  http://www.sec.gov/rules/other/2015/33-9929.pdf), which signals an important step in the Commission’s continuing review of disclosure requirements.  The request for comment is focused on financial statement disclosures for entities other than a registrant, such as, for example, financial statements for an acquired business, financial statements for… Continue Reading

NYSE Rule Change to Effect Issuers Public Announcements

Posted in SEC News

On August 27, 2015, the New York Stock Exchange (the “NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) a proposed change to Section 202.06 of the NYSE Listed Company Manual (the “Manual”).  The rule change would expand the hours during which listed companies are required to notify the Exchange prior… Continue Reading

New Study Released on the 8-K Trading Gap

Posted in SEC News

On September 7, 2015, a new study on the “8-K trading gap” conducted by researchers at Harvard and Columbia law schools was released.  The “8-K trading gap” refers to the four business day period before SEC reporting companies must file a current report on Form 8-K, disclosing, among other things, significant corporate events, including material… Continue Reading

Upcoming Advisory Committee Meeting Announced

Posted in Advisory Committee on Smaller and Emerging Companies, SEC News

The SEC Advisory Committee on Small and Emerging Companies will hold its next meeting on September 23, 2015 at 9:30 a.m.  The meeting is open to the public and also webcast on the SEC’s website.  The agenda for the meeting includes matters relating to rules and regulations affecting small and emerging companies under the federal… Continue Reading

Complimentary Teleconference: Final SEC CEO Pay-Ratio Rule

Posted in Events, SEC News

On Thursday, September 10, 2015, Morrison & Foerster Partners David M. Lynn and Scott Lesmes will lead a teleconference entitled “Final SEC CEO Pay-Ratio Rule”.  On August 5, 2015, the Securities and Exchange Commission, in a 3-2 vote, adopted a final CEO pay-ratio rule, which requires public companies to disclose the ratio of the compensation of… Continue Reading

Proposed Change to NYSE Shareholder Vote Rule for “Early Stage Companies”

Posted in SEC News

The Securities and Exchange Commission is requesting comments prior to August 31, 2015 regarding whether the Commission should approve or disapprove a proposed change to the NYSE Listed Company Manual Sections 312.03 and 312.04. The NYSE Listed Company Manual contains a number of regulations requiring that a listed company obtain shareholder approval for certain issuances… Continue Reading

Discussion Topics for July 15 SEC Advisory Committee Meeting

Posted in Advisory Committee on Smaller and Emerging Companies, Public Companies, SEC News

The SEC Advisory Committee on Small and Emerging Companies plans to continue discussions from its June 3 meeting regarding public company disclosure effectiveness and the regulatory treatment of “finders” at its July 15, 2015 public meeting. The open conference call is set to begin at 1:00pm EDT. For more information, see the SEC’s press release… Continue Reading

SEC Guidance on Regulation A+

Posted in Regulation A+, SEC News

The SEC has provided guidance to issuers on Regulation A+ offerings.  You can access the SEC’s Small Entity Compliance Guide here:  http://www.sec.gov/info/smallbus/secg/regulation-a-amendments-secg.shtml. In addition, the SEC Staff has published a number of Compliance and Disclosure Interpretations, which may be accessed here: http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm#182.01. For convenience, we have reprinted below the C&DIs. Section 182. Rules 251 to… Continue Reading

The Section “4(a)(1-1/2)” Exemption

Posted in Advisory Committee on Smaller and Emerging Companies, SEC News

At last week’s SEC Advisory Committee on Small and Emerging Companies meeting, the Committee recommended that the SEC formalize the exemption in order to promote capital formation.    Currently, there also is a pending bill, the RAISE Act, which would provide a statutory exemption that mimics the informal exemption as it has developed over time.  Given… Continue Reading

SEC Advisory Committee Agenda Published

Posted in Advisory Committee on Smaller and Emerging Companies, Crowdfunding, Public Companies, SEC News

The SEC announced that the next meeting held on June 3rd of its Advisory Committee on Small and Emerging Companies will focus on public company disclosure effectiveness, intrastate crowdfunding, venture exchanges, and treatment of “finders.”  The Committee also will vote on a recommendation to the Commission regarding the “Section 4(a)(1½) exemption” sometimes used by shareholders… Continue Reading

SEC Approves Tick-Size Pilot

Posted in SEC News

The SEC recently approved a proposal by the national securities exchanges and FINRA for a two-year pilot program to widen tick sizes for prices of certain smaller company common stock.  The SEC adopted the tick size pilot following its study of tick sizes pursuant to Section 106 of the JOBS Act.  In June 2014, the… Continue Reading

The SEC Defines “Voting Equity Securities” for Purposes of the Rule 506(d) Bad Actor Disqualification Rules

Posted in Rule 506, SEC News

The SEC is continuing to tie up some loose ends left over from the adoption of the Rule 506(d) bad actor disqualification rules.  Certainty regarding these open items will be beneficial for issuers and placement agents of structured products to be issued under Rule 506 under the Securities Act. A beneficial owner of 20% or… Continue Reading

Update on SEC Rulemaking

Posted in Accredited Investor Standard, Crowdfunding, Dodd-Frank News, SEC News

Chair White, addressing the Investor Advisory Committee, provided an update on SEC rulemaking.  Chair White identified the following initiatives: the disclosure effectiveness initiative; the review of the “accredited investor” definition; action on the tick size pilot; and the adoption of final crowdfunding rules. Chair White also noted that the Commission must complete its required rulemakings… Continue Reading

Investor Advisory Committee Meeting

Posted in Advisory Committee on Smaller and Emerging Companies, SEC News

The SEC Investor Advisory Committee will hold its next meeting on Thursday, April 9, 2015, beginning at 9.30am.  The meeting will be webcast on the SEC’s website.  The agenda includes a discussion of the recommendations of the SEC Advisory Committee on Small and Emerging Companies.  The full agenda may be found here:  https://www.sec.gov/spotlight/investor-advisory-committee-2012/iac040915-agenda.htm.