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Category Archives: SEC News

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A Conversation with Chair White

Posted in Accredited Investor Standard, Disclosure Requirements, Late Stage Investments, Private Placements, Rule 506, SEC News

Chair White spoke at the Annual Securities Regulation Institute in San Diego last week and participated in a Q&A session.  We have highlighted below commentary on topics of interest to our readers. Disclosure effectiveness:  Chair White noted that this initiative is one of the Commission’s important priorities.  She noted the requests for comment that had… Continue Reading

House Passes SEC Small Business Advocate Act and Fair Investment Opportunities for Professional Experts Act

Posted in Accredited Investor Standard, Capital Formation, Pending Legislation, SEC News

On February 1, 2016, the House passed H.R. 3784, the SEC Small Business Advocate Act, and H.R. 2187, the Fair Investment Opportunities for Professional Experts Act. H.R. 3784 proposes to amend the Securities Exchange Act of 1934 to establish the Office of the Advocate for Small Business Capital Formation within the SEC.   The responsibilities of… Continue Reading

GAO Publishes Report on Gender Diversity of Corporate Boards

Posted in SEC News

On December 3, 2015, the United States Government Accountability Office (GAO) published its report analyzing the history of gender diversity of U.S. corporate boards and provided recommendations for improving female board representation.  The report indicates that, following current trends, it could take 10 years for women to comprise 30% of board positions and more than… Continue Reading

FINRA Amends Proposed Funding Portal Rules

Posted in Crowdfunding, FINRA, Private Placements, SEC News

On January 21st, FINRA an amendment (see text here:  http://www.finra.org/sites/default/files/rule_filing_file/SR-FINRA-2015-040-ammendment-1.pdf) to its proposed rule changes relating to the registration, supervision and oversight of crowdfunding funding portals.  The Securities and Exchange Commission published a notice and order on January 22nd seeking comment on FINRA’s proposed rule changes on an accelerated basis.  In the notice and order,… Continue Reading

43rd Annual Securities Regulation Institute

Posted in Events, SEC News

On Monday, January 25, 2016, and Wednesday, January 27, 2016, Morrison & Foerster Partners David Lynn and Marty Dunn will chair sessions at the 43rd Annual Securities Regulation Institute in Coronado, CA. One of the most visible and highly-regarded securities and corporate law conferences in the country, the Securities Regulation Institute reaches prominent attorneys from both… Continue Reading

Looking Abroad

Posted in SEC News

Speaking today at a Practising Law Institute session, Keith Higgins, Director of the Division of Corporation Finance of the SEC, Higgins addressed a number of interesting topics.  For example, Mr. Higgins commented on the different legal frameworks for crowdfunding as among Canada, the UK and the United States.  To date, crowdfunding in the UK has… Continue Reading

Prepaid College Tuition Programs Deemed Eligible for QIB and Accredited Investor Status

Posted in Accredited Investor Standard, Regulation D, Rule 144A, SEC News

On January 12, 2016, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) granted no-action relief to the College Savings Plan Network (“CSPN”), an affiliate of the National Association of State Treasurers that represents eleven International Revenue Code §529-qualified prepaid tuition programs (the “§529 Programs”), in connection with its request for the §529… Continue Reading

SEC Adopts Interim Final Rules to Implement FAST Act Provisions

Posted in EGCs, SEC News

On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final rules implement revisions to Form S-1 and Form F-1 that permit an emerging growth company to omit financial information from a… Continue Reading

SEC Adopts Rules Implementing FAST Act Provisions

Posted in EGCs, SEC News

The Commission announced that it approved interim final rules implementing two provisions of the FAST Act, adopted in December, that revise financial reporting forms for emerging growth companies and smaller reporting companies. The Congressionally mandated rules revise Forms S-1 and F-1 to provide that as long as emerging growth companies’ registration statements include all required… Continue Reading

SEC Approves Proposed Change to Exempt “Early Stage Companies” from the NYSE’s Shareholder Approval Requirement for Issuances to Related Parties

Posted in 20% Rule, SEC News

The NYSE Listed Company Manual contains a number of rules requiring a listed company to obtain shareholder approval for certain issuances of securities, which rules are often referred to as the “20% rule” or “shareholder approval requirements.” On December 31, 2015, the SEC approved a proposed change by the NYSE to Section 312.03(b) of the… Continue Reading

FINRA Releases Proposed Rule to Reduce the Regulatory Burdens on Boutique Investment Banks

Posted in FINRA, SEC News

FINRA has filed with the SEC a proposed rule which would reduce the regulatory burden for broker-dealers that limit their activities to M&A and certain corporate financing transactions.  The proposed rule would create a new category of broker-dealers called “Capital Acquisition Brokers” or “CABs”.  The proposed rule was published in the Federal Register on December… Continue Reading

Investor Advisory Committee Meeting

Posted in SEC News

The SEC announced that the next meeting of the Investor Advisory Committee will be held on January 21, 2016.  Among other things, the Committee will discuss the Financial Accounting Standards Board proposed amendments to the Statement of Financial Accounting Concepts and Notes to Financial Statements concerning disclosure materiality; an update on crowdfunding rules; and the… Continue Reading

SEC Re-Proposes Rules for Resource Extraction Issuers Under Dodd-Frank Act

Posted in SEC News

On December 11, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules required under Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 1504 of the Act added Section 13(q) to the Securities Exchange Act of 1934 (the “Exchange Act”), which directs the SEC to issue rules requiring… Continue Reading

SEC Proposed Rulemaking Regarding Requirements for Transfer Agents

Posted in FINRA, SEC News, Transfer Agents

Today, the Commission issued an advanced notice of proposed rulemaking (ANPR) for new requirements for transfer agents, together with a concept release requesting public comment on the Commission’s broader review of transfer agent regulation. Over the course of the last year, various Commissioners, including Commissioner Aguilar, had noted that the Commission’s regulation of transfer agents… Continue Reading

SEC Staff Report on Accredited Investor Standard

Posted in Accredited Investor Standard, SEC News

The Dodd-Frank Act required that the SEC periodically assess the “accredited investor” definition.  On Friday, the SEC issued the staff report, which was prepared by Staff from the Divisions of Corporation Finance and Economic and Risk Analysis.  The report considers alternative approaches to defining “accredited investor,” provides staff recommendations for potential updates and modifications to… Continue Reading

SEC Government-Business Forum on Small Business Capital Formation

Posted in Capital Formation, SEC News

Last week, the SEC held its annual Government-Business Forum, which included a number of presentations on exempt offering alternatives.  Anya Coverman, Deputy Director of Policy of NASAA, presented on intrastate crowdfunding.  The attached powerpoint provides a useful overview of the intrastate crowdfunding exemptions as of this month.  See here:  https://www.sec.gov/info/smallbus/sbforum119015-coverman-presentation.pdf. Kevin Laws of AngelList provided… Continue Reading

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