Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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Latest Publications


Structured Thoughts: News for the financial services community, Volume 6, Issue 8

Structured Notes and Issuer Quiet Periods Background - Most issuers establish a “quiet period” (also called a “blackout” period) prior to the release of potentially sensitive information and material non-public...more

11/23/2015 - Banking Sector Corporate Issuers Debt Financial Services Industry FINRA FSB Global Systemically Important Financial Institutions (GSIFI) Structured Financial Products

Brief Updates on Capital Formation and Related Matters

At today’s meeting of the American Bar Association’s Federal Regulation of Securities Committee meeting in Washington, DC, various representatives from the Securities and Exchange Commission provided some comments and...more

11/20/2015 - American Bar Association (ABA) Capital Formation Dodd-Frank Executive Compensation Rule 147 SEC

Chair White Testimony and Capital Formation Related Initiatives

In the November 19, 2015 Congressional testimony, Chair White discussed a number of capital formation related initiatives. She mentioned the Commission’s...more

11/19/2015 - Accredited Investors Capital Formation Disclosure Requirements Mary Jo White Rule 147 SEC

Exempt Offering Alternatives

We have revised and republished a summary chart of exempt offering alternatives. ...more

11/19/2015 - Exemptions Offerings Small Offering Exemptions

SEC’s Division of Economic Research Study

The Division of Economic Research released an updated study regarding capital raised in the United States through unregistered offerings. The study notes that in 2014 more than $2 trillion in proceeds were raised through...more

11/17/2015 - Capital Raising Foreign Issuers Offerings Private Placements Regulation D SEC

Structured Thoughts: News for the financial services community, Volume 6, Issue 7

Structured Products Offerings and Research Reports: Introduction - Structured products are sold by broker-dealers, many of which are affiliates of large investment banks. The equity research group of the same...more

11/6/2015 - Binary Options Broker-Dealer Disclosure Requirements Equity Research Rule ETNs FINRA Global Systemically Important Financial Institutions (GSIFI) License Agreements Offerings Sanctions SEC Structured Financial Products Websites

Capital Formation Bills to be Included in Transportation Bill

Chairman Hensarling offered an amendment to a transportation and transportation bill, which includes a number of JOBS Act and other capital formation related bills that had received bipartisan support. The capital formation...more

11/5/2015 - Capital Formation Disclosure Requirements Emerging Growth Companies Holding Companies JOBS Act Pending Legislation Proposed Amendments RAISE Act SBIC Small Business Startups

BDC Bill Approved by Financial Services Committee

On November 4, 2015, the House Financial Services Committee voted 53-4 in favor of HR 3868 sponsored by Congressman Mulvaney. Among other things, the bill would make needed changes to the Securities Act that would bring the...more

11/5/2015 - Business Development Companies Congressional Committees Financial Services Committee Offerings Pending Legislation Securities Act

TLAC, and Then Some… A Preliminary Assessment of the Federal Reserve Board’s NPR

On Friday, October 30, 2015, the Federal Reserve Board (“Board”) reaffirmed its commitment to both the bank holding company model and single point of entry resolution. In a departure from historical views of the purpose and...more

11/2/2015 - Bank Holding Company Banking Sector Comment Period Debt Disclosure Requirements Dodd-Frank FBOs Federal Reserve G-SIB Holding Companies NPRM Proposed Regulation Public Disclosure Receivership Structured Financial Products Subsidiaries Too Big to Fail Unsecured Debt

Regulation Crowdfunding

On October 30, 2015, the SEC voted to adopt final rules permitting crowdfunding. Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the...more

10/30/2015 - Audited Financial Statements Broker-Dealer Capital Raising CFOs Crowdfunding Disclosure Requirements Exemptions Final Rules Financial Statements FINRA Funding Portal GAAP Registration Requirement SEC Securities Act of 1933

“Building a Dynamic Framework for Offering Reform”

At today’s PLI Securities Regulation Institute conference, SEC Chair White delivered the keynote address. In her speech, Chair White addressed a broad range of topics. She noted the successes of securities offering reform as...more

10/29/2015 - Capital Formation Fraud Initial Public Offerings Investor Protection JOBS Act Mary Jo White Rule 506 Offerings SEC

Guidance for IPO Issuers

On October 28, 2015, at a Practising Law Institute program, the Securities Regulation Institute, the Director of the Division of Corporation Finance of the Securities and Exchange Commission joined a panel discussion on...more

10/29/2015 - Capital Markets Disclosure Requirements Financial Statements Initial Public Offerings JOBS Act Non-GAAP Financial Measures Raw Data Metrics SEC Spinoffs Websites

Crowdfunding Nears?

The SEC announced that the Commission will hold an open meeting on Friday to consider the final crowdfunding rules, as well as to consider whether to propose amendments to Rule 147 (intrastate crowdfunding) and Rule 504....more

10/28/2015 - Crowdfunding Final Rules Proposed Amendments Public Meetings Rule 147 SEC Section 504

Market Update

At today’s Practising Law Institute conference on Private Placements and Hybrid Securities Offerings program, a representative of the SEC Staff shared some statistics on Rule 506 offerings. Since the September 2013 effective...more

10/27/2015 - Form D Filing Offerings Private Placements Regulation A Rule 506 Offerings SEC

Sign of Things to Come?

FINRA recently filed a proposed rule change with the Securities and Exchange Commission in order to adopt the final rules relating to Title III crowdfunding “funding portals.” This may signal that indeed the final...more

10/27/2015 - Amended Regulation Broker-Dealer Crowdfunding FINRA Funding Portal Proposed Regulation SEC

The Small IPO

There have been any number of economic analyses demonstrating that the public markets remain inhospitable to smaller IPOs and blog posts (many, ours) lamenting the absence of smaller IPOs. Recently, in preparing for a...more

10/26/2015 - Capital Raising Emerging Growth Companies Financing Initial Public Offerings Liquidity Listing Rules Public Offerings Publicly-Traded Companies Shareholder Approval Small Business

Uniform Disclosure Requirements: Possible or Aspirational?

Now that the Advisory Committee on Small and Emerging Companies and various industry groups are focused on the possibilities associated with modernizing Rule 147 and possibly reviewing the requirements for the Rule 504 and...more

10/26/2015 - Capital Raising Crowdfunding Disclosure Requirements Emerging Growth Companies Exemptions Regulation A Rule 147 Uniform Standards

Investor Advocate Recommends Rejection of NYSE Rule Change

Investor Advocate, Rick Fleming, announced last Friday the recommendation to reject the proposed NYSE rule change that would allow certain listed companies to sell additional shares to insiders and related parties without...more

10/22/2015 - Capital Formation Corporate Governance Exemptions Investors NYSE Proposed Regulation Public Comment SEC Shareholder Approval Shareholder Rights

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 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 Institutions FINRA Internal Communications IRS Loss Contingencies NASD OCIE Risk Alert Risk Management SEC Structured Finance Training UK Underwriting

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