Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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Latest Publications


Request for Comment on Regulation S-X

The SEC recently published a request for comment on Regulation S-X, which signals an important step in the Commission’s continuing review of disclosure requirements. The request for comment is focused on financial statement...more

9/28/2015 - Comment Period Disclosure Requirements Financial Statements Regulation S-X SEC

No Portal Necessary

With increasing frequency, we are asked whether an issuer that is considering a Regulation A offering is required to engage or use the services of a funding portal. In short, NO. A funding portal is a new type of financial...more

9/23/2015 - Broker-Dealer Crowdfunding FINRA Funding Portal Intermediaries Issuers JOBS Act Regulation A SEC Title III

Regulation A Roundup - September 2015

This week marks the three-month anniversary of the effective date of Regulation A. Of course, given this limited experience, it may be premature to comment on market developments. Instead, below we summarize significant...more

9/15/2015 - Compliance Disclosure Requirements Final Guidance FINRA Investor Protection Investors Offering Statements Qualified Purchaser Regulation A Reporting Requirements Rule 2210 SEC Small Entity Compliance Guide

Structured Thoughts: News for the financial services community, Volume 6, Issue 5

OCIE Issues Risk Alert Relating to Structured Note Sales - Earlier this year, the SEC’s Office of Compliance Inspections and Examinations (the “OCIE”) indicated branch offices and structured products as two of its...more

9/1/2015 - Broker-Dealer Compensation Standards Derivatives EDGAR ESA EU Financial Services Industry FINRA Internal Communications IRS Issuers Loss Contingencies NASD OCIE Risk Alert Risk Management SEC Structured Finance Training UK Underwriting

Show Us the Money: FINRA Initiates Sweep Relating to Compensation Practices

FINRA has made no secret of its interest in broker compensation, and the potential conflicts of interest that can be generated by some types of compensation practices. FINRA discussed these issues in its 2015 annual...more

8/26/2015 - Broker Commissions Broker-Dealer Conflicts of Interest Fiduciary Standard FINRA Registered Representatives Request For Information Retailers Third-Party

Proposed Change to NYSE Shareholder Vote Rule for “Early Stage Companies”

The Securities and Exchange Commission is requesting comments prior to August 31, 2015 regarding whether the Commission should approve or disapprove a proposed change to the NYSE Listed Company Manual Sections 312.03 and...more

8/17/2015 - NYSE Publicly-Traded Companies SEC Shareholder Votes

MoFo Tax Talk - Volume 8, Issue 2

IRS Releases Notices Designating Certain “Basket Contracts” As Listed Transactions And Others As Reportable Transactions Of Interest - On Wednesday, July 8, the IRS released two notices addressing “basket contracts,”...more

8/7/2015 - De Minimus Quantity Exemption Derivatives Dodd-Frank Excise Tax FATCA IRS Life Insurance Partnerships Retrocession Contracts Senate Finance Committee Tax Court Tax Reform U.S. Treasury

Does Loyalty Count?

In recent years, there has been increased focus on “short-termism” within public companies—some speculate that the rise of high frequency trading, activism, and similar developments have exacerbated the focus on short-term...more

8/4/2015 - Initial Public Offerings Investors Publicly-Traded Companies Shareholders Short-Term Investments

It’s Not Crowdfunding!

Since the Regulation A+ effective date last month, a number of websites have emerged that promote “Regulation A+ crowdfunding” contributing even further to the confusion in the market regarding...more

7/14/2015 - Accredited Investors Broker-Dealer Capital Raising Crowdfunding Disclosure Requirements Emerging Growth Companies Final Rules Issuers JOBS Act Offerings Regulation A Rule 506 Offerings SEC Startups Title III

Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal...more

7/3/2015 - Accounting Controls Amended Regulation American Bar Association Conflicts of Interest Corporate Issuers Disclosure Requirements Internal Controls Privately Held Corporations Publicly-Traded Companies Regulatory Standards Risk Retention SEC Securities

House Holds Hearings on Bill to Ease BDC Restrictions

The Subcommittee on Capital Markets and Government Sponsored Enterprises of the House Financial Services Committee heard testimony on June 16, 2015 in support of proposed bills that would, among other things, increase the...more

6/26/2015 - Accredited Investors Business Development Companies Capital Markets Congressional Investigations & Hearings Proposed Legislation

SEC Guidance on Regulation A+

Section 182. Rules 251 to 263: Question 182.01 - Question: Where an issuer elects to non-publicly submit a draft offering statement for staff review pursuant to Rule 252(d) of Regulation A before publicly filing...more

6/26/2015 - Private Equity Private Offerings Regulation A SEC Securities Exchange Act Small Business Small Offering Exemptions

Structured Thoughts: News for the financial services community, Volume 6, Issue 4

In This Issue: - FINRA Requests Comments on Proposed Amendments to Rule 2210 and Issues Additional FAQs - FINRA’s Revised Sanction Guidelines - A Uniform Fiduciary Duty Standard and the Structured Products...more

6/24/2015 - Advertising CARDS Compliance Fiduciary Duty Fiduciary Standard FINRA Rule 2210 Sanctions Structured Financial Products Websites

Kauffman Foundation Study on Funding for Start-Ups

In a recent edition of its Entrepreneurship Policy Digest, the Kauffman Foundation provides interesting data on the types of funding relied upon by emerging companies. The report notes that approximately 40% of startup...more

6/15/2015 - Crowdfunding Emerging Growth Companies Investment Funds Startups

The Section “4(a)(1-1/2)” Exemption

At last week’s SEC Advisory Committee on Small and Emerging Companies meeting, the Committee recommended that the SEC formalize the exemption in order to promote capital formation. Currently, there also is a pending bill,...more

6/10/2015 - Accredited Investors Emerging Growth Companies Pending Legislation SEC Small Business Startups

OTC Markets Adopts Rule Changes

The OTC Markets has adopted rule changes for OTCQX and OTCQB to accommodate for Reg A + and require quarterly disclosure for the OTCQX marketplace. ...more

6/10/2015 - OTC Reg A+

Will Principles-Based Guidance be Easier to Follow?

Practitioners and market participants often complain that rules and regulations ought to be principles-based rather than prescriptive. In advocating for principles-based regulation, the argument is often made that the...more

6/3/2015 - Chief Compliance Officers Compliance Conflicts of Interest Due Diligence FINRA Investment Banks NASD SEC

FINRA Research Rule Guidance: The New Stages of Grief

Many market participants were left in a quandary following FINRA enforcement actions in connection with member firm research analyst “participation” in meetings with prospective issuers. Recently, FINRA published a handful...more

6/3/2015 - Enforcement Enforcement Actions Financial Analysts FINRA General Solicitation IPO Private Offerings

SEC Advisory Committee Agenda Published

The SEC announced that the next meeting held on June 3rd of its Advisory Committee on Small and Emerging Companies will focus on public company disclosure effectiveness, intrastate crowdfunding, venture exchanges, and...more

5/29/2015 - Emerging Growth Companies SEC SEC Advisory Committee

JOBS Act Bills Advance

The House Financial Services Committee approved 13 bills, many of which are JOBS Act related. The bills that were approved by the Committee are described here...more

5/28/2015 - Financial Services Committee JOBS Act Pending Legislation

House Financial Services Committee Mark-Up of JOBS Act Bills

On May 20th, the Committee will be meeting beginning at 10am in an open session to mark up eleven bills that relate to various capital formation and JOBS Act measures. We have reported on a number of these bills in prior...more

5/20/2015 - Funding JOBS Act Private Equity Small Business Startups

House Small Business Committee Hearing on P2P

Last week, the House Small Business Committee held a hearing to discuss the rise of peer-to-peer lending and the availability of capital for small businesses. The testimony from leaders in the P2P sector provides an overview...more

5/18/2015 - Loans Peer-to-Peer Small Business Startups

CFTC Reauthorization Bill Includes JOBS Act Fix

The House Agricultural Committee passed the CFTC authorization bill late last week, HR 2289. HR 2289 incorporates in Section 312 a provision that was part of a bill introduced by Congressman Fincher to harmonize the...more

5/18/2015 - CFTC Commodities Commodity Pool General Solicitation Investment Adviser Rule 506 Rule 506 Offerings

Part II of Congressional Hearings on Capital Formation Related Bills

Yesterday, May 13th, the Subcommittee on Capital Markets and GSEs held the second part of its hearings, “Legislative Proposals to Enhance Capital Formation and Reduce Regulatory Burdens,” at 2pm. ...more

5/14/2015 - Capital Formation Capital Markets Congressional Investigations & Hearings Proposed Legislation

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