Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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Under a Clear Blue Sky?

Commissioner Aguilar noted in his remarks that “Regulation A-plus remains a work in progress, and no one can say what the ultimate outcome will be.” The Commissioner went on to note that a workable exemption would “attract...more

4/14/2014 - Dodd-Frank Regulation A Rule 506 Offerings SEC

Structured Thoughts: Volume 5, Issue 3 - April 9, 2014

In This Issue: - The SEC Issues Its Long-Awaited Sweep Letter on ETNs - FINRA Proposes Amendments to Communication Rules – Relief from Filing for Certain FWPs - Comprehensive Surveillance Sharing Agreements -...more

4/10/2014 - Banks Broker-Dealer Compliance ETNs FINRA Foreign Banks Proposed Amendments SEC Surveillance Sweep Letter

JOBS Act 2.0?

Having just marked the second anniversary of the JOBS Act, it seems that more regulatory change may be under consideration. We previously reported on various bills that were introduced in the House of Representatives to...more

4/8/2014 - Form 10-K JOBS Act Regulation S-K

Banking balkanisation?

In mid-February 2014, the Federal Reserve approved the final enhanced prudential rule for foreign banking organisations (FBOs) under Section 165 of the Dodd-Frank Act. The final rule applies enhanced standards to FBOs that...more

3/31/2014 - Banks Compliance Dodd-Frank Federal Reserve Foreign Banks

Equity capital markets in the United States: regulatory overview

What are the main equity markets/exchanges in your jurisdiction? Outline the main market activity and deals in the past year. Main equity markets/exchanges - The primary US public equity markets are the...more

3/26/2014 - Capital Markets Financial Regulatory Reform NYSE Private Equity

Debt capital markets in the United States: regulatory overview

Legislative Restrictions on Selling Debt Securities - What are the main restrictions on offering and selling debt securities in your jurisdiction? Main restrictions on offering and selling debt securities...more

3/26/2014 - Debt Market Debt Securities Financial Regulatory Reform Securities Act of 1933

Fed Governor Addresses Crowdfunding

Governor Jeremy C. Stein spoke at the Crowdfunding for Community Development Finance Conference today. Fed Governor Stein’s remarks emphasized that perhaps all too often crowdfunding is associated only or primarily with tech...more

3/25/2014 - Crowdfunding Federal Reserve

JOBS Act: From A+ to D

Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+. Additional comment letters are likely to be received in the next few days. The letters overwhelmingly support the SEC’s...more

3/25/2014 - JOBS Act Regulation A Regulation D SEC

A tipping point in US capital markets: the impact of the JOBS Act on foreign issuers

For most of the 20th century and into the 21st century, the US equities market has been the deepest, broadest and largest equities market in the world. Historically, growing companies, whether domestic or foreign, have south...more

3/24/2014 - IPO JOBS Act Startups

JOBS Act Related Bills Move Forward

At the end of last week, the House Financial Services Committee approved two bills, H.R. 3623 and H.R. 4164. H.R. 3623, titled the Improving Access to Capital for Emerging Growth Companies Act, was introduced by Stephen...more

3/19/2014 - Emerging Growth Companies Entrepreneur Access to Capital Act JOBS Act SEC

Limited Corporate Financing Brokers

FINRA published Regulatory Notice 14-09 to solicit comments regarding a series of new rules that would be applicable to firms that perform certain limited functions. FINRA is proposing to establish a new, reduced regulatory...more

2/28/2014 - Brokers Financing FINRA SEC

What’s Next for the Commission?

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...more

2/26/2014 - JOBS Act Public Offerings SEC

Structured Thoughts: Volume 5, Issue 2 - February 20, 2014

In This Issue: Opinions and Warnings – ESMA’s Views on Complex Products; SEC Releases Draft Strategic Plan; Distributing Structured Notes from a Regulation S Platform; and Non-U.S. Equity Underliers and Exchange Rate...more

2/21/2014 - Complex Financial Products Compliance ESMA EU Financial Regulatory Reform SEC

Private Company M&A Brokers Don’t Need to Register With the SEC as Broker-Dealers

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...more

2/7/2014 - Broker-Dealer No-Action Letters Registration SEC

Chair White’s Guidance

SEC Chair White made remarks at the Securities Regulation Institute 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...more

1/29/2014 - Crowdfunding JOBS Act Mary Jo White Regulation A Rule 506 Offerings SEC

MoFo New York Tax Insights - Volume 6, No. 4 - January 2014

In This Issue: FATCA Developments: Treasury Signs IGAs; IRS Finalizes FFI Agreement; IRS Releases Final and New Proposed “Dividend Equivalent” Regs; IRS Issues Final Swap Assignment Regs; IRS Issues Final “Net...more

1/27/2014 - Capital Gains Capital Losses Dividends FFI IGAs Income Taxes IRS Net Investment Income REIT Stocks

JOBS Act Correction Passes the House

The House passed H.R. 801, the Holding Company Registration Threshold Equalization Act of 2013, sponsored by Rep. Womack, by a vote of 417 to 7. The bill corrects a technical error in the JOBS Act, which raised the...more

1/16/2014 - Banks JOBS Act Securities Exchange Act

Investor Advisory Committee Meeting Scheduled

The SEC announced the next meeting of the Investment Advisory Committee, which will be held on January 31st. The agenda includes a discussion of, among other things, decimalization and crowdfunding. ...more

1/15/2014 - Crowdfunding Decimalization SEC

Structured Thoughts: News for the financial services community, Volume 5, Issue 1 -- January 7, 2014

In This Issue: “Structured Products, Meet the Volcker Rule”: The New Limitations on Proprietary Trading; SEC and FINRA Personnel Speak at Structured Products Conference; FINRA’s Annual Regulatory and Examination...more

1/8/2014 - Banks Enforcement FINRA IOSCO Proprietary Trading SEC Structured Financial Products Volcker Rule

FINRA’s Annual Priorities Letter

FINRA has released its annual letter highlighting its areas of focus. Quite a number of the priorities reflect market changes, and reflect FINRA’s focus on developments post-JOBS Act. For example, the letter notes that...more

1/3/2014 - Advertising Due Diligence Filing Requirements FINRA IPO Marketing Private Placements

A Year End Look at the JOBS Act

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...more

1/2/2014 - Dodd-Frank IPO JOBS Act No-Action Letters Regulation D Rule 506 Offerings SEC Title II Title III Title IV

The Volcker Rule and Capital Markets Offerings

Final regulations under the section of the Dodd-Frank Act known as the “Volcker Rule” were enacted in December 2013 (the “Final Rule”) by five federal financial regulatory agencies (collectively, the “Agencies”). The Volcker...more

12/31/2013 - Banking Reform Bill Covered Banking Entity Dodd-Frank FBOs Market Making Proprietary Trading Risk Mitigation Underwriting Volcker Rule

The Volcker Rule: Impact of the Final Rule on Securitization Investors and Sponsors

On December 10, 2013, the Federal Reserve, FDIC, OCC, SEC and CFTC (the “Agencies”) issued the long-awaited final rule (the “Final Rule”) implementing the Volcker Rule. The Volcker Rule generally prohibits banking entities —...more

12/27/2013 - Banks CFTC FDIC Federal Reserve Foreign Banks OCC SEC Volcker Rule

Regulation D/Form D Proposed Amendments

On the same day that the SEC adopted changes to Rule 506 and Rule 144A in order to relax the prohibition against general solicitation, the SEC proposed for comment amendments to Form D, Regulation D and Rule 156. These...more

12/26/2013 - Form D Filing General Solicitation Regulation D Rule 156 SEC

SEC Releases Disclosure Study

Today the SEC released the study that was required by Title I of the JOBS Act on Regulation S-K requirements. It is available here...more

12/23/2013 - JOBS Act Regulation S-K SEC Title I

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