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Tag Archives: SEC

SEC Staff Closes Loophole on BDC Asset Coverage Requirements

Posted in 1940 Act, BDCs, Investment Management, SBIC, SEC News

In a Guidance Update published on June 30, 2014 by the SEC’s Division of Investment Management, the staff closed a loophole that allowed business development companies (BDCs) with wholly owned Small Business Investment Company (SBIC) subsidiaries to avoid meeting asset coverage requirements when the SBIC subsidiaries issue debt that is not guaranteed by the Small… Continue Reading

Investor Advisory Committee

Posted in SEC News

On July 10, the Investment Advisory Committee will be meeting to consider various topics, including the definition of the term “accredited investor.”  The Committee had previously discussed amendments to the natural persons prong of the definition to better account for the financial sophistication of purchasers.  Meetings are webcast. Read the meeting notice here. Read the… Continue Reading

Future of Regulation A+ Uncertain

Posted in Regulation A+

Earlier this month a group of Congressmen wrote to SEC Chair White (see letter here:  http://www.sec.gov/comments/s7-11-13/s71113-114.pdf) regarding state preemption for Regulation A+ offerings.  The letter suggests that, at the time that the JOBS Act was being debated and considered, Congress was concerned about sales of securities in Reg A+ offerings to retail investors.  However, the… Continue Reading

Remarks of Sebastian Gomez Abero, Chief of the SEC’s Office of Small Business Policy, in an ALI Webcast Titled “Crowdfunding and Reg A+: New Routes for Raising Capital”

Posted in Crowdfunding, Events, Regulation A+

On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented generally on a number of comments and questions raised by commenters to the proposals. Mr. Gomez also noted that… Continue Reading

Committee Passes JOBS Act Related Bills

Posted in JOBS Act News

The House Financial Services Committee passed several bills designed to promote capital formation, including: HR 4200, the Small Business Investment Companies (SBICs) Advisers Relief Act, introduced by Rep. Blaine Luetkemeyer (R-MO). The bill was approved 56-0. H.R. 4200 amends the Investment Advisers Act of 1940 to reduce unnecessary regulatory costs and eliminate duplicative regulation of… Continue Reading

SEC Staff Guidance on the Use of Social Media in Securities Offerings, Tender Offers, Business Combinations and Proxy Contests

Posted in SEC News

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission recently provided guidance on the applying its rules regarding communications in connection with securities offerings, tender offers, business combinations and proxy contests when statements are made utilizing certain social media channels. The staff’s guidance permits the use of a hyperlink… Continue Reading

Disclosure Overload and “Cutting the Clutter”

Posted in JOBS Act News, SEC News

In various speeches recently, SEC representatives have addressed the need for disclosure reform following the December 2013 release of the JOBS Act-mandated Regulation S-K study.  The disclosure review will begin by considering the disclosures that flow into periodic reports.  In addition, the Staff also will evaluate whether Industry Guides and form specific disclosures should be… Continue Reading

Recommendations of the SEC’s Investment Advisory Committee Regarding Crowdfunding Rules

Posted in Crowdfunding, SEC News

On April 10, 2014, the Investor Advisory Committee (the “IAC”) of the Securities and Exchange Commission (the “SEC”) held a meeting during which it recommended that the SEC adopt crowdfunding rules that are both consistent with the Dodd-Frank Act and commensurate with the risks inherent in allowing early stage start-up companies to sell securities based… Continue Reading

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

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

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

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

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

“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