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
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.
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
Three bills introduced in the House of Representatives that would ease leverage restrictions on business development companies (BDCs) face an uncertain future in light of concerns expressed by the Chair of the Securities and Exchange Commission. BDCs are closed-end investment companies that invest in small- and medium-sized private companies. H.R. 1800, the Small Business Credit… 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
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
Congressman Garrett recently renewed discussions regarding additional individual legislative initiatives or other proposals relating to promoting capital formation that might well be grouped together into a single “JOBS Act 2.0″ measure. These matters had been scheduled (prior to the shutdown) to be considered at a hearing on October 9, 2013. Commentators have noted that the… 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.
The SEC announced the renewal of the Committee. In 2011, the Committee had been established for two-year term. The Committee will continue its work on emerging companies (those under $250m in market capitalization) and capital-raising issues. See: http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370539858182.
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
On Thursday, October 3, 2013, Morrison & Foerster partner Anna Pinedo will participate in a complimentary Bloomberg Law Event entitled “Outlook on Securities—The JOBS Act”. The seminar will focus on the latest developments in JOBS Act rulemaking by the Securities and Exchange Commission. For more information about the event, and to register, please visit: http://about.bloomberglaw.com/events/outlook-on-securities-the-jobs-act/.
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
Today, the SEC announced the agenda for the upcoming meeting of the Advisory Committee on Small and Emerging Companies. The discussion is expected to include the final rules adopted by the Commission in July to eliminate the general solicitation ban and disqualify bad actors from certain securities offerings and its proposal for further amendments to… Continue Reading
The SEC recently announced the formation of a Microcap Fraud Task Force (see announcement at: http://www.sec.gov/news/press/2013/2013-121.htm). Although the SEC did not associate the formation of the task force with the recent passage of the JOBS Act, given the concerns raised by many investor protection and consumer groups, it would seem that this enforcement initiative may be… Continue Reading
Today, the House of Representatives by a vote of 416-6 approved H.R. 701, a bipartisan bill that directs the SEC to finalize rules by Oct. 31 to implement Title IV of the JOBS Act. Rep. Patrick McHenry (R-NC), who serves as Chairman of the Subcommittee on Oversight and Investigations, sponsored the legislation along with Reps…. Continue Reading