We can help you keep your head above water.

Sometimes the water is deep and can get choppy. You may find that the 11th edition of our Capital Markets and Securities FAQs can help you get to firm ground.

The FAQs (or Frequently Asked Questions), written and published by MoFo lawyers, provide plain English explanations of the most popular types of financing or capital formation transactions, as well as discussions of securities law issues.

To request a copy of the new FAQ books for you or for your colleagues, e-mail tstarer@mofo.com.

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper.

This Guide summarizes how federal regulation of securities has evolved in the face of the growing use of social media by investors, securities issuers, broker-dealers, investment advisers and investment companies. Given the fast pace of changes, this Guide is a work in progress.

Read our Guide to Social Media and the Securities Laws.

Introducing MoFoMobl$™, Morrison & Foerster’s first mobile app dedicated to the Mobile Payments industry.  This new resource delivers a regulatory overview of key issues and considerations, access to timely alerts and articles, and a weekly news digest on market developments.  Users have one-touch access to each resource using MoFoMobl$’s user-friendly interface on their mobile device. To download the free app for iOS, click here

The SEC Staff’s recently released Report on Review of Disclosure Requirements in Regulation S-K, which was required by Section 108 of the JOBS Act,  provides a starting point for revisiting broader issues regarding SEC disclosure.  While the JOBS Act mandated that the study review Regulation S-K in the context of the new class of issuers referred to in the JOBS Act as “emerging growth companies,” the Staff decided to look more broadly at the background of the development of disclosure requirements and potential recommendations for revisiting disclosure requirements in a broad manner.

The Staff reviewed, among other things, Regulation S-K, Commission releases and comment letters on Commission regulatory actions pertaining to Regulation S-K. The Staff also reviewed public comments that were submitted regarding Section 108 of the JOBS Act. In light of the focus of the mandate in Section 108 of the JOBS Act, the Staff did not review two subparts of Regulation S-K — Regulation AB and Regulation M-A.

The Staff notes that while the study conducted in connection with the Section 108 report serves as an important starting point, further information gathering and review is warranted in order to formulate specific recommendations regarding specific disclosure requirements.  Among the things the Staff will be looking for is “input from market participants is needed to facilitate the identification of ways to update or add requirements for disclosure that is material to an investment or voting decision, ways to streamline and simplify disclosure requirements to reduce the costs and burdens on public companies, including emerging growth companies, ways to enhance the presentation and communication of information and to understand how technology can play a role in addressing any of these issues.” In addition, the Staff notes in the report that economic analysis is necessary to inform any reevaluation of disclosure requirements.

The staff recommends the development of a plan to systematically review the Commission’s disclosure requirements for public companies, including Regulations S-K and S-X, and the related rules concerning the presentation and delivery of information.  Among the factors that will be considered in the review are disclosure requirements developed through SEC interpretations, as well external factors that may have contributed to the length and complexity of filings and the costs of compliance (e.g., SEC enforcement actions and judicial opinions). After conducting this sort of review, the Staff would make specific recommendations for proposed rule and form changes.

The staff has identified two alternative frameworks for structuring such a review: a comprehensive approach and a targeted approach. The Staff believes that any such review could be more effective if it addresses the following four issues:

1. An emphasis on a principles-based approach as an overarching component of the disclosure framework.

2. An evaluation of the appropriateness of current scaled disclosure requirements and whether further scaling would be appropriate for emerging growth companies or other categories of issuers.

3. An evaluation of methods of information delivery and presentation, both through the EDGAR system and other means.

4. A consideration of ways to present information that would improve the readability and navigability of disclosure documents, as well as discouragement of repetition and the disclosure of immaterial information.

We expect to hear more from the Staff on these topics as it proceeds with its timely efforts to review and revise the disclosure requirements for public companies.

Download the 2014 eBook version of MoFo’s FAQs (updated for the JOBS Act and other developments) and you’ll have answers to the most frequently asked questions about securities offerings, securities filings, etc. on your iOS, Kindle, Android or Nook device. Imagine that – the power of MoFo at your fingertips, in an easily searchable format.

To download our eBook, visit http://www.mofo.com/Capital-Markets-and-Securities-FAQs/.


We think the attached chart (available here:  http://www.mofo.com/files/Uploads/Images/130411-Issuer-Financial-Statements-In-Registration-Statements.pdf) is a simple way to keep track of the basic financial statements that different filers must include in SEC registration statements.  For more specific guidance, go to Regulation S-X and the SEC’s Division of Corporation Finance’s Financial Reporting Manual, which is now updated regularly.

Morrison & Foerster is seeking nominations for the 2013 Regulatory Innovation Award. Morrison & Foerster established the award in 2008 through the Burton Foundation to honor an academic or non-elected public official whose innovative ideas have made a significant contribution to the discourse on regulatory reform in the areas of corporate governance and executive compensation, securities, capital markets, regulatory capital or the regulation of financial institutions.

An independent committee including academics and business leaders will consider and evaluate the nominees. The committee consults with representatives of The Burton Foundation as part of the selection process. Past award recipients include Cass Sunstein, Administrator of the Office of Information and Regulatory Affairs in the White House Office of Management and Budget and Eddy Wymeersch, former Chairman of the Committee of European Securities Regulators. For more information, please view our brochure.

We invite you to nominate a worthy innovator.  To submit a nomination, please visit our dedicated website at www.regulatoryinnovationaward.com.