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Category Archives: SEC News

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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

Advisory Committee will Consider Accredited Investor Definition

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

The SEC announced that at the December 17th meeting of the Advisory Committee on Small and Emerging Companies, the group will focus on the definition of “accredited investor.”  As we have written in prior posts, the Dodd-Frank Act requires that every four years the SEC consider the definition.  In addition, following the relaxation of the… Continue Reading

2014 SEC Government-Business Forum on Small Business Capital Formation Considers Adding Qualitative Requirements to the Standards for an “Accredited Investor” and Steps Needed to Make Exchanges More Hospitable to Smaller Companies

Posted in Accredited Investor Standard, SEC News

On Thursday, November 20th, the 2014 SEC Government-Business Forum on Small Business Capital Formation met at the SEC headquarters in Washington, D.C. The forum was attended by SEC Chairwoman Mary Jo White, Commissioner Gallagher, SEC staff (the “Staff”) and featured presentations by lawyers, an Arkansas state securities regulator, and the SEC’s Senior Financial Economist, among… Continue Reading

Meeting of the Advisory Committee on Small and Emerging Companies

Posted in SEC News

The SEC announced the next meeting of the Advisory Committee on December 17th, beginning at 9:30 a.m. The committee will focus on the interests and priorities of emerging and smaller public companies. Meetings are open to the public. Please see the notice for additional details: http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543499940#.VG5iVk10xpB.

SEC Commissioners on Capital Formation

Posted in Capital Formation, SEC News

Recently, various SEC Commissioners, including Commissioner Stein and Commissioner Gallagher, have addressed issues related to capital formation in their public remarks. At a Los Angeles County Bar Association conference, both noted that one of the Commission’s most important objectives remains facilitating capital formation, while, of course, preserving important investor protections. In her remarks, Commissioner Stein… Continue Reading

SEC Small Business Forum

Posted in SEC News

The SEC has announced that the day prior to its Government Business Forum on Small Business Capital Formation, it will host jointly with the Small Business Administration to highlight additional ways that small businesses may seek to raise funds. See announcement for details regarding the November 19 event: http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543438456#.VGkj6010ziM. The SEC also announced the detailed… Continue Reading