During the American Bar Association’s Business Law Section Fall Meeting, the Federal Regulation of Securities Committee hosted a dialogue with the Director of the SEC’s Division of Corporation Finance, Keith Higgins. Mr. Higgins noted that the SEC Staff is tracking Rule 506 offerings, and thus far, there have been slightly over 300 offerings made using… Continue Reading
Many assume that if a news article discussing an issuer is published at or around the time of an offering that would necessarily constitute a general solicitation. Over time, however, the Staff of the Securities and Exchange Commission has provided guidance on this matter–both in the context of (traditional) private offerings and also of public… Continue Reading
In a letter dated November 15, 2013, SEC Chair White provides insights regarding the SEC Staff’s review of the accredited investor definition. For example, the letter notes that the Staff is considering as a possible supplemental or alternative criteria adding a professional certification (such as a CPA or a CFA). Similarly, the responses also indicate… Continue Reading
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. Back in September 2011, at a dinner in NY for a US Congressman attended by a number of Wall Street… Continue Reading
On November 13, 2013, the SEC issued 11 new Compliance & Disclosure Interpretations regarding Rule 144A and Rule 506(c). For our readers’ convenience, we have put the 11 new C&DIs in their own document [http://www.mofo.com/files/Uploads/Images/131113-SEC-CDIs-re-Rule-506c-and-Rule-144A.pdf]. As with previous C&DIs, many of the new ones confirm positions that the SEC has already taken in other statements,… Continue Reading
Today the SEC announced the agenda and speakers for its annual Small Business Forum, which will focus on developments in the Regulation D market. The forum is open to the public. Information is available here: http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540364613.
The SEC has announced the agenda and panelists for its annual Small Business Forum on November 21, 2013. The event will begin at 9 a.m. at the SEC (and via webcast), and will include two morning panel discussions. The first panel will focus on evolving practices in the new world of Regulation D exempt offerings…. Continue Reading
Today, the SEC Staff in the Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to provide a number of new interpretations regarding Rule 506(c) and revised Rule 144A. The Staff updated Sections 138 and 260 of the Securities Act Rules Compliance and Disclosure Interpretations, which can be found at: http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.
An industry task force, the Equity Formation Task Force, which might well be seen as a successor to the IPO Task Force, recently presented a report to the U.S. Treasury Department recommending a few additional measures to facilitate capital formation. Here is a link to the group’s press release: www.equitycapitalformationtaskforce.com/files/ECF%20Report%20Press%20Release%20vF.pdf. The report repeats a number… Continue Reading
In a recent speech delivered at a Futures Industry Association conference (see full text here: http://www.sec.gov/News/Speech/Detail/Speech/1370540289361), Commissioner Gallagher raised the possibility of a venture exchange. Commissioner Gallagher addressed broader market structure issues in his remarks; however, he devoted a substantial portion of the speech to the benefits that might be associated with a venture exchange… Continue Reading
On October 30, 2013, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified at the Senate hearings on JOBS Act implementation (see our prior blog post on this). His testimony can be found here: http://www.banking.senate.gov/public/index.cfm?FuseAction=Files.View&FileStore_id=49b38b62-cdff-4e2d-b272-26c5e44d785f. In his testimony, Mr. Higgins provided a number of updates. He noted that the SEC Staff is… Continue Reading
As we reported in a previous post (http://www.mofojumpstarter.com/2013/09/20/trace-dissemination-of-144a-data/), the SEC approved amendments to FINRA Rules 6750 and 7730, and TRACE dissemination procedures for Rule 144A trade data. FINRA has announced (see: http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p375662.pdf) that these amendments will go into effect beginning June 30, 2014.
Here is a link to the proposed rule: http://www.sec.gov/rules/proposed/2013/33-9470.pdf. Press release with accompanying fact sheet: http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540017677
Today the SEC voted to propose a crowdfunding framework. We provide highlights below based on today’s meeting: Intermediaries: All offerings must be conducted through an intermediary that is either a registered broker-dealer or a registered funding portal. The Commission is proposing a series of rules governing the activities of intermediaries participating in crowdfunding offerings. The… Continue Reading
The SEC has provided very short notice of an open meeting to consider proposed rules under Title III of the JOBS Act. Title III of the JOBS Act amended Section 4 of the Securities Act to add paragraph (6), which provides a new crowdfunding exemption from registration under the Securities Act. This exemption is only… Continue Reading
Today, SEC Chair White commented on possible future changes to disclosure requirements for SEC reporting companies. Chair White noted the need to revisit disclosure requirements in order to ensure that investors receive meaningful information, rather than be confronted with information overload, which may make it more difficult to evaluate the information that is material. In… Continue Reading
The Commission announced that its annual forum on Small Business Capital Formation will be held on Thursday, November 21st. This annual event has generated valuable recommendations for measures intended to promote capital formation for smaller public companies. The forum is open to the public, and additional information is available here: http://www.sec.gov/info/smallbus/sbforum.shtml.
In September 2013, the SEC’s Office of Investor Education and Advocacy issued an alert for investors relating to the SEC’s new general solicitation rules. In addition, a second bulletin provides details on the definition of “accredited investor.” These documents are available on the SEC’s website at the following links: http://www.sec.gov/investor/alerts/ia_solicitation.pdf http://www.sec.gov/investor/alerts/ib_accreditedinvestors.pdf The general solicitation alert… Continue Reading
As was the case back in 1995 when the government last experienced a shutdown, the SEC announced that it will remain open and operational in the event the federal government undergoes a lapse in appropriations on October 1. Any changes to the SEC’s operational status after October 1 will be announced on this website. The… Continue Reading
On August 13, 2013, the Commodity Futures Trading Commission (the “CFTC”) adopted final rule amendments to accept compliance with the disclosure, reporting and recordkeeping rules of the Securities and Exchange Commission (the “SEC”) as substituted compliance for substantially all of Part 4 of the CFTC’s Regulations, which is applicable to commodity pool operators (“CPOs”) of… Continue Reading
The new SEC “bad actor” provisions of Rule 506(d) become effective on September 23, 2013. Investment banks, which monitor FINRA compliance by their professionals, must ensure that their compliance systems capture all the potentially new requirements of Rule 506(d). The FINRA disclosure obligations of Forms U4 and U5 are more extensive than the Rule 506(d)… Continue Reading
On Thursday, October 3, 2013, Morrison & Foerster partner Anna Pinedo will participate in an NYC Bar CLE conference. She will be speaking on a panel entitled “Compliance and New SEC Regulatory Opportunities for Private Equity Firms and the Ethical Implications” focusing on practical considerations and legal and compliance issues arising with general solicitation, crowdfunding… Continue Reading
The SEC has scheduled a meeting for July 10, 2013 to consider the “bad actor” provisions that will be applicable for Rule 506 offerings (required by the Dodd-Frank Act), and the relaxation of the prohibition against general solicitation required under Title II of the JOBS Act. This teleconference on July 11th provided an overview of… Continue Reading
The SEC has posted the following releases for the rulemaking approved at today’s Open Meeting Adopting Releases: Disqualification of Felons and Other “Bad Actors” from Rule 506 Offerings Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings Proposing Release: Amendments to Regulation D, Form D and Rule 156… Continue Reading