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Category Archives: SEC News

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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 Rulemaking, 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.

A-Okay, Regulation A+

Posted in Regulation A+, SEC News

This is a very brief, initial summary.  We will be reporting on the final rule in an upcoming alert.  The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital.  The proposing release generated mixed comments, with practitioners largely supporting the SEC’s proposal, and others raising concerns about… Continue Reading

Chair White’s Testimony on SEC Initiatives

Posted in Dodd-Frank News, JOBS Act News, Regulation A+, SEC News

In testimony today, Chair White provided a brief update on various rulemaking initiatives.  She noted that, in connection with the Dodd-Frank Act mandates, the Division of Corporation Finance continues to work to implement provisions of the Dodd-Frank Act relating to executive compensation matters and payments by resource extraction issuers, and is currently conducting the review… Continue Reading

A+ or Not?

Posted in JOBS Act News, Regulation A+, SEC News

The SEC has scheduled an open meeting for this Wednesday to consider whether to adopt rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933 to implement Section 401 of the Jumpstart Our Business Startups Act—or, in other words, whether to adopt the Reg… Continue Reading

Back to the Future? (Regional Exchanges and Venture Exchanges)

Posted in SEC News

Last week, in connection with the meeting of the SEC’s Advisory Committee on Small and Emerging Companies, both Commissioner Aguilar and Commissioner Gallagher expressed interest in, and support for, a more thorough assessment of the utility of venture exchanges as a means of promoting capital formation.  Later in the week, speaking on the West Coast… Continue Reading

SEC Remarks at the Practising Law Institute’s Program Titled “SEC Speaks in 2015”

Posted in SEC News

On February 20, 2015, several representatives from the SEC spoke at the Practising Law Institute’s program titled “SEC Speaks in 2015,” including Chair Mary Jo White and Commissioner Louis A. Aguilar.  Ms. White provided highlights from 2014, including significant rulemaking (e.g., Regulation SCI, reforms related to money market funds, over-the counter derivatives, asset-backed securities and… Continue Reading

SEC Proposes Amendments Revising Section 12(g) Thresholds as Required by the JOBS Act

Posted in JOBS Act News, SEC News

The SEC proposed rules for comment that address the JOBS Act mandate to revise the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Exchange Act. The proposed rules would: Amend Exchange Act Rules 12g-1 through 4 and 12h-3 which govern the procedures relating to registration, termination of registration… Continue Reading