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Tag Archives: Title II

A Year End Look at the JOBS Act

Posted in Crowdfunding, IPO On-Ramp, JOBS Act News, Regulation A+, Rule 506

2013 has proven to be a strong year for IPOs.  According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012.  The overwhelming majority of these IPOs were completed by issuers that qualified as emerging growth companies.  (The full details… Continue Reading

JOBS Act Implementation

Posted in JOBS Act News, SEC News

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

TRACE Dissemination of 144A Data

Posted in Rule 506

The SEC recently approved FINRA’s rule change to permit dissemination of trade data for 144A bonds on TRACE (see: http://www.sec.gov/rules/sro/finra/2013/34-70345.pdf).  FINRA will publish a regulatory notice within 60 days of the rule approval, which was earlier this month, providing additional details.  As we previously reported in an earlier post, the relaxation of the prohibition on… Continue Reading

MoFo Teleconference: JOBS Act Implementation—Rule 506 Rulemaking

Posted in Events, JOBS Act News, Rule 506, SEC News

The SEC has scheduled a meeting for July 10, 2013 to consider the “bad actor” provisions that will be applicable for Rule 506 offerings (required by the Dodd-Frank Act), and the relaxation of the prohibition against general solicitation required under Title II of the JOBS Act. This teleconference on July 11th provided an overview of… Continue Reading

Before You Start That General Solicitation…

Posted in Private Placements, Rule 506

This week, the SEC approved long-awaited amendments relaxing the prohibition against general solicitation, as required under Title II of the JOBS Act.  These amendments will liberalize the ability of broker-dealers to advertise and market private placements by removing the prohibition against general solicitation in offerings conducted pursuant to new Rule 506(c).  However, following the effective… Continue Reading

Rule 156 Proposal

Posted in Rule 506

The SEC proposed to require private funds making Rule 506(c) offerings to file written general solicitation materials with the SEC on a temporary basis. The filings would be required to apply for a period of two years, and would not be available to the public. The SEC also proposed to amend Rule 156 under the… Continue Reading

Investor Protection and Information Requirements Proposed

Posted in Rule 506

The SEC is proposing rules for comment that will impose a number of investor protection measures in connection with Rule 506(c) offerings. These include the following: A proposed amendment to Rule 503 in order to implement additional compliance requirements relating to the filing of a Form D. In connection with a Rule 506(c) offering, an… Continue Reading

FINRA Files Proposed Rule to Make Rule 144A Transactions Subject to Dissemination

Posted in Rule 506

For some time now, FINRA has been considering amending its rules in order to make Rule 144A transactions, which are reportable on TRACE, subject to dissemination under FINRA rules in order to promote more transparency.  Historically, 144A transaction data has not been disseminated due to concerns regarding the historic prohibition on general solicitation.  FINRA has… Continue Reading

Another Day, Another JOBS Act Hearing

Posted in Rule 506

Today, Commissioner Elise Walter testified before the House Subcommittee on Oversight and Investigations of the Committee on Financial Services regarding the SEC’s implementation of Title II of the JOBS Act.  Commissioner Walter noted that finalizing the rulemaking is one of the SEC’s “top priorities.”  The Commissioner reviewed the pre-rulemaking comments that were received, as well… Continue Reading

Testimony on JOBS Related Rulemaking Progress

Posted in SEC News

On April 11, 2013, Lona Nallengara, Acting Director of the SEC’s Division of Corporation Finance, and John Ramsay, Acting Director of the Division of Trading & Markets offered testimony before the House Subcommittee on Investigations, Oversight and Regulations of the Committee on Small Business.  Their testimony, which provides an overview of the Act and the… Continue Reading

JOBS Act at Year 1

Posted in Crowdfunding, Decimalization, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+, Research, Rule 506

Any milestone, such as an anniversary, provides an opportunity for reflection and evaluation.  At the one-year anniversary of the JOBS Act, preliminary experience gives reason for some optimism.  The centerpiece of the JOBS Act, the “IPO on-ramp” provisions contained in Title I, have proven quite useful.  The SEC Staff’s guidance in the form of Frequently… Continue Reading

AngelList Receives No-Action Letter Guidance

Posted in Broker-Dealer Registration

The Division of Trading & Markets also issued no-action letter guidance to AngelList in which the Staff indicated that it would not recommend enforcement action for failure to register as a broker-dealer if AngelList and its affiliates were to establish an internet-based platform to facilitate angel investing by accredited investors.  An affiliate of AngelList that… Continue Reading

The SEC Speaks

Posted in Events

At the annual SEC Speaks held in Washington, DC on February 22, 2013, the SEC explained, justified, prodded, ruminated and complained.  And, despite the threat of imminent staff cuts if sequestration sets in, the Commissioners and senior staff offered an ambitious program for the coming year. The proceedings were not without some color and controversy…. Continue Reading

New JOBS Act-related Broker-Dealer FAQs Published

Posted in Broker-Dealer Registration

The Staff of the SEC’s Division of Trading and Markets recently published a series of FAQs addressing certain broker-dealer matters arising in connection with Title II of the JOBS Act.  The FAQs are available here:  http://www.sec.gov/divisions/marketreg/exemption-broker-dealer-registration-jobs-act-faq.htm. Title II of the JOBS Act formalizes the guidance that has been provided by the SEC in various no-action… Continue Reading

SEC Government Business Forum on Small Business Capital Formation

Posted in Events

The SEC recently announced the agenda for next week’s forum, which will be held on November 15, 2012.  The morning sessions, which include JOBS Act implementation discussions, will be webcast.  For more information about the forum and to pre-register in order to participate in the afternoon discussions, see http://www.sec.gov/news/press/2012/2012-221.htm.

SEC Postpones Consideration of Title II Rule Changes

Posted in Rule 506

Today, the SEC removed from the August 22nd Open Meeting agenda the  consideration of rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities Act, as mandated by Section 201(a) of the JOBS… Continue Reading

PIPE As Usual

Posted in Rule 506

We’ve been thinking about whether the changes to Rule 506 offerings are likely to have any effect on the PIPE market.  Our preliminary conclusion is that the ability to use general solicitation is unlikely to have much effect on PIPE transactions.  An already public company generally turns to a PIPE transaction for financing because the… Continue Reading

Integration Disintegration?

Posted in Rule 506

One of the thorniest issues for securities lawyers always has been addressing potential integration questions.  We have been trained to recognize that there are heightened concerns associated with offerings occurring in close proximity to one another, or changes in offering format (from private to public or public to private offering).  Over time, the SEC has… Continue Reading

Trust, and Verify

Posted in Rule 506

In considering the relaxation of the prohibition against general solicitation and general advertising that was incorporated into the JOBS Act, Congressional attention seemed to focus on some quid pro quo arrangement that demands verification of accredited investor status.  This leads us to wonder why it takes a “trade” of this sort to justify removing the… Continue Reading

The JOBS Act and Private Funds

Posted in Rule 506

Section 201(a)(1) of the JOBS Act directs the SEC to repeal the ban on general solicitation and general advertising in securities offerings under Rule 506 of Regulation D and Rule 144A.  Can advertisements for hedge funds in Cigar Aficionado and The Wine Spectator be far behind? Not so fast.  The SEC has missed its July 4 deadline… Continue Reading

A Boon for Private Placements

Posted in Rule 506

The JOBS Act was signed into law three months ago today, and much of the excitement thus far has been focused on the IPO on-ramp provisions.  However, the most significant, or perhaps most lasting, changes may actually result for the private placement market.  Although, on a relative basis, in recent years there have been fewer regulatory… Continue Reading

Title II Rulemaking Set for August 22 Open Meeting

Posted in Rule 506

On the heels of last week’s announcement by Chairman Schapiro that the SEC did not plan to adopt changes to Rule 506 of Regulation D and Rule 144A by the 90-day deadline contemplated in the JOBS Act, the SEC issued a Sunshine Act Notice announcing that the Title II rulemaking will be considered at a Commission Open Meeting… Continue Reading