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
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
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
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
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
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
Various new Compliance & Disclosure Interpretations were issued yesterday (see: http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm)
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
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.
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
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
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