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Category Archives: SEC News

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Foreign (non-U.S.) Issuers

Posted in JOBS Act News, SEC News

The SEC recently provided some data on registered offerings by foreign issuers, noting that In 2013, there were approximately 50 new foreign registrants; Since the passage of the JOBS Act, there have been over 100 foreign private issuers making confidential submissions to the SEC; Over half of these submissions resulted in public filings of registration… Continue Reading

ECCF

Posted in SEC News

Recently, Craig Lewis, the Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis, commented (see speech at:  http://www.sec.gov/News/Speech/Detail/Speech/1370541497283#.U08MNVTD_zY ) on the economic impact of various JOBS Act reforms, or the effects on “efficiency, competition, and capital formation” (ECCF). In his remarks, Lewis notes that smaller companies may face informational frictions that… Continue Reading

JOBS Act: From A+ to D

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

Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+.  A number of comment letters already have been filed and are available here: http://www.sec.gov/comments/s7-11-13/s71113.shtml.  Additional comment letters are likely to be received in the next few days.  The letters overwhelmingly support the SEC’s approach. In a recent speech, SEC… Continue Reading

Testing the Waters

Posted in Emerging Growth Company Status, IPO On-Ramp, SEC News

An issuer that is considering or that has commenced an initial public offering (“IPO”) should take special care to familiarize itself with the communications rules applicable to offerings. First, an issuer should keep in mind that communications may be viewed as impermissible “gun jumping” activities designed to condition the market for the issuer’s securities.  Second,… Continue Reading

What’s Next for the Commission?

Posted in JOBS Act News, SEC News

At a recent program, S.E.C. Speaks, Chair White noted that the Commission continues to move forward to complete rulemakings required under the JOBS Act related to exempt offerings.  She noted that while the Act makes it easier for companies to remain private longer and to rely on exempt offerings, the Commission will devote attention to… Continue Reading

NASAA Comments on SEC’s Regulation A+ Proposal

Posted in Regulation A+, SEC News

Not unexpectedly, on February 19, 2014, the North American Securities Administrators Association sent a letter to the SEC objecting to the preemption of state authority over small corporate offerings by the SEC in its Regulation A+ Proposal and requesting a meeting with Chair White and the Corporate Finance leadership. The Proposal preempts state securities law… Continue Reading

SEC Updates Guidance on Share-Based Compensation Disclosures in IPOs

Posted in IPO On-Ramp, SEC News

On February 6, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) updated Section 9520 of its Financial Reporting Manual regarding share-based compensation disclosures in initial public offering (“IPO”) prospectuses.  The updates revise prior SEC guidance recommending that issuers, in their disclosure of pre-IPO share-based compensation, include tabular disclosure (for… Continue Reading

Implementing Regulation A+

Posted in Events, Regulation A+, SEC News

On December 18, 2013, the SEC proposed rules to implement the mandate of Title IV of the JOBS Act by creating a framework for Section 3(b)(2) offerings. The JOBS Act permits non-reporting companies to conduct “mini” public offerings, or Regulation A+ exempt offerings to raise up to $50 million in proceeds. A Regulation A+ offering… Continue Reading

Tick Size

Posted in SEC News

The Small Cap Liquidity Reform Act (H.R. 3448) is scheduled for a vote on February 11th.  The bill (which was approved by the House Financial Services Committee in 2013) would implement a pilot program during which EGCs would be permitted to choose their tick size for prices greater than $1.00.  This comes after the Investor… Continue Reading

SEC Grants Relief for Private Company M&A Brokers

Posted in Broker-Dealer Registration, SEC News

On January 31, 2014, the SEC issued a ground-breaking no-action letter, taking the position that a financial intermediary that limits its business activity to advising privately held companies in M&A transactions need not register as a broker-dealer. The no-action letter, as revised on February 4, 2014, may be found here: http://www.sec.gov/divisions/marketreg/mr-noaction/2014/ma-brokers-013114.pdf. This no-action letter departs… Continue Reading

Chair White’s Guidance

Posted in SEC News

SEC Chair White made remarks at the Securities Regulation Institute (see speech here: http://www.sec.gov/News/Speech/Detail/Speech/1370540677500) that provided insight on the SEC’s progress on JOBS Act implementation.  She noted that, based on information collected by the SEC’s Division of Economic and Risk Analysis through December 31, approximately 500 offerings were conducted, raising approximately $5.8 billion, in reliance… Continue Reading

Nasdaq Gets a Necessary Regulatory Approval For Private Market

Posted in SEC News

In March 2013, Nasdaq and SharesPost announced Nasdaq Private Market (NPM), a joint venture intended to create a preeminent marketplace for private growth companies.  The road to full regulatory approval has been long but in January 2014, FINRA approved the registration as a broker-dealer of NPM Securities, LLC, a Nasdaq OMX Group brokerage unit, a… Continue Reading

Investor Advisory Committee Meeting Scheduled

Posted in SEC News

The SEC announced the next meeting of the Investment Advisory Committee, which will be held on January 31st.  The agenda includes a discussion of, among other things, decimalization and crowdfunding.  The notice of the meeting is available here:  http://www.sec.gov/rules/other/2014/33-9510.pdf.

SEC Staff Provides More Guidance on Rule 506(d)

Posted in Private Placements, Rule 506 Rulemaking, SEC News

On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor” disqualification provisions that are now a part of Rule 506 of Regulation D.  The new interpretations are as follows: Question 260.28 Question:… Continue Reading

Reg A+ Proposed Rules

Posted in Regulation A+, SEC News

The SEC released the text of the proposed rule amendments to implement Title IV of the JOBS Act by modernizing Regulation A.  Please see here: http://www.sec.gov/rules/proposed/2013/33-9497.pdf If you missed today’s open meeting, you may be interested in the remarks of the SEC Chair, available here: http://www.sec.gov/News/Speech/Detail/Speech/1370540516714.

Reg A+ Exemption

Posted in Regulation A+, SEC News

Today, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act.  The proposed rules preserve and modernize the current framework of current Regulation A.  The proposed rules would establish two tiers.  The first tier would preserve the current offering threshold in Regulation A, which permits an issuer… Continue Reading

Reg A+ on its Way?

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

The SEC posted a notice that it will hold an open meeting on Wednesday, December 18, 2013 at 10:00 a.m to consider whether to propose rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933, as mandated by Title IV of the Jumpstart Our… Continue Reading

Disclosure Reform a Must

Posted in SEC News

In a recent speech, Commissioner Gallagher provided another perspective on the need for the SEC to focus on disclosure reform.  Gallagher acknowledges the importance of tackling disclosure reform, even amidst the challenges faced by the SEC to focus on Dodd-Frank Act rulemaking mandates.  Given the press of other business, Gallagher outlined a few specific areas… Continue Reading

Update on Private Offering Rulemaking Progress

Posted in SEC News

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

Is Any News Article a General Solicitation?

Posted in SEC News

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

“Accredited Investor” Review

Posted in SEC News

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

Tick Tock: Time for Action on Tick Sizes

Posted in IPO On-Ramp, JOBS Act News, SEC News

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

SEC Issues 11 C&DIs On Rule 144A and Rule 506(c)

Posted in SEC News

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