Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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Structured Thoughts: News for the financial services community, Volume 7, Issue 8

Brexit and Structured Products: A Framework for Considering Disclosures - The U.K.’s recent referendum to withdraw from the European Union has affected virtually all segments of the financial industry. The structured...more

8/13/2016 - Administrative Proceedings Broker-Dealer Disclosure Requirements Distributors DOL ERISA ETFs EU Fiduciary Duty Financial Markets FINRA Fraud Manufacturers Negligence Standard Referendums Required Communications SEC Structured Financial Products UK UK Brexit

MoFo Tax Talk - Volume 9, No. 2

Editor's Note - Welcome to Tax Talk 9.02. By this fall, we may look back on Q2 2016 with some nostalgia. Of course, there is the U.S. presidential election on November 8th, but U.S. tax advisors right now are more...more

8/8/2016 - Business Partners Disregarded Entities Grantor Trusts Insolvency Intermediary Agreements Internal Revenue Code (IRC) IRS Money Market Funds Partnerships REIT Safe Harbors SEC Self-Employment Tax Tax Reform

Late-Stage Private Placements: A Life Sciences Sector Survey

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. New categories of...more

7/26/2016 - Dilution Initial Public Offerings Investors JOBS Act Life Sciences Private Placements Right of FIrst Refusal Voting Rights

IPO Market Update

During the second quarter 2016, the IPO market improved with 34 IPOs raising approximately $5.5 billion, according to Renaissance Capital. While activity in the quarter was significantly higher than the first quarter (there...more

7/18/2016 - Initial Public Offerings Private Equity REIT Venture Capital

Congressmen Question IPO Fees

Congressman Himes (CT) and eight other members of Congress wrote to FINRA and to the Securities and Exchange Commission questioning the typical 7% gross spread in U.S. IPOs. The letter appears to have been prompted by a...more

7/18/2016 - EU FINRA Initial Public Offerings Members of Congress SEC

Disclosure Effectiveness Initiative Continues to Move Forward

On July 14, 2016, the Commission proposed for comment amendments that are intended to eliminate redundant, overlapping, outdated or superseded disclosure requirements. The amendments, if adopted, would apply to SEC reporting...more

7/14/2016 - Broker-Dealer Disclosure Requirements Investment Companies SEC

Investor Advocate Priorities

Recently, the SEC’s Investor Advocate released a report regarding the Office’s areas of focus for fiscal year 2017. The report notes that the Office of the Investor Advocate intends to monitor developments related to the...more

7/13/2016 - Non-GAAP Financial Measures SEC

SEC Announces New Investor Advisory Committee Members

The SEC announced the appointment of three new members to the Investor Advisory Committee. The Committee will hold its next meeting, which is open to the public, on July 14th. The agenda for the upcoming meeting includes a...more

7/13/2016 - Investor Advisory Committee SEC

Federal Reserve Officially Extends Volcker Rule Conformance Period with Respect to “Legacy Covered Funds” to July 21, 2017

The Board of Governors of the Federal Reserve System (“Federal Reserve”), consistent with its previously announced intention, extended the conformance period with respect to investments in and relationships with covered funds...more

7/12/2016 - Banking Sector Deadlines Federal Reserve Foreign Investment Hedge Funds Legacy Funds Popular Private Equity Funds Time Extensions Volcker Rule

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

Financing Subsidiaries and SEC Registration - As readers of this publication know, in order to address the expected new U.S. regulatory capital requirements, a number of U.S. bank holding companies have been creating new...more

7/7/2016 - Bonds Complex Financial Products EU Federal Reserve Financial Services Industry Financing FINRA Global Systemically Important Financial Institutions (GSIFI) Investor Advisory Committee Investors ISDA SEC Securities Structured Financial Products Subsidiaries UK UK Brexit

SEC to Address Board Diversity

In a recent speech, SEC Chair Mary Jo White addressed board diversity. Chair White cited some important statistics in her remarks. She noted that minority directors on boards of the top 200 companies on the S&P 500 have...more

7/5/2016 - Board of Directors Diversity Mary Jo White Minorities SEC

SEC Proposes to Expand Smaller Reporting Company Eligibility

On June 27, 2016, the Securities and Exchange Commission (the “Commission”) proposed amendments to the definition of “smaller reporting company” (SRC) that would expand the number of companies that have this status. These...more

6/29/2016 - Capital Formation Disclosure Requirements Emerging Growth Companies Issuer Eligibility Criteria Proposed Amendments SEC Smaller Reporting Companies Threshold Requirements

SEC Proposes to Amend Smaller Reporting Company Definition

In the years following the JOBS Act, which created the term “emerging growth company” and made available certain disclosure and other accommodations to companies that qualified as EGCs, there has been renewed focus on scaled...more

6/28/2016 - Emerging Growth Companies JOBS Act Reporting Requirements SEC Small Business Startups

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more

6/20/2016 - Accredited Investors Advertising Capital Raising Final Rules General Solicitation JOBS Act Registration Requirement Regulation D Rule 502 Rule 506 Offerings SEC Securities Act of 1933

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

Structured Notes Offered on an Agency Basis - In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more

5/31/2016 - Comment Period Debt Deposit Accounts DOL FDIC FINRA Offerings Recordkeeping Requirements Regulation S-K Retirement Plan SEC Structured Financial Products Underwriting

Staying Private Longer

Yesterday, May 24, 2016, the Staff of the Securities and Exchange Commission published a Small Entity Compliance Guide that is intended to help issuers navigate the changes to the Exchange Act Section 12(g) threshold in light...more

5/26/2016 - Fixing America’s Surface Transportation Act (FAST Act) JOBS Act SEC Small Entity Compliance Guide

May 16th: Title III Crowdfunding Effective Date

In time for the effective date of Regulation Crowdfunding, FINRA has issued an investor alert and a press release....more

5/17/2016 - Crowdfunding FINRA Funding Portal

Bill H.R. 4718: Momentum forward?

In recent months, the call for regulatory intervention to promote gender diversity on U .S . boards of directors has gotten louder and become more urgent . The U .S . Government Accountability Office (GAO) published a report...more

5/17/2016 - Board of Directors Corporate Governance Diversity Gender Equity

MoFo Tax Talk - Volume 9, No. 1

IRS Publishes Proposed section 305(c) Regulations - On April 12th, the IRS published proposed regulations under Section 305(c) that address the treatment of deemed dividends to holders of stock and rights to acquire...more

5/9/2016 - Bad Boy Liability Bona Fide Purchaser Commodities Derivatives Diversity Jurisdiction Federal Taxes Investors IRS Political Candidates Presidential Elections REIT SCOTUS Student Loans

Structured Thoughts: News for the financial services community, Special Issue: Implications of the DOL Fiduciary Rule for...

On April 6, 2016, the Department of Labor (“DOL”) issued its final conflict of interest regulations, which significantly expand who is considered a fiduciary when dealing with a retirement account. The new regulations,...more

5/5/2016 - 401k Best Interest Contract Exemptions Broker-Dealer DOL ERISA Fiduciary Duty Investment Adviser IRA Retirement Plan Structured Financial Products

SEC Approves Amendments to Implement FAST Act

The SEC approved amendments to revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act. These amendments...more

5/4/2016 - Accredited Investors Fixing America’s Surface Transportation Act (FAST Act) JOBS Act Registration Requirement SEC Securities Exchange Act Stock Ownership

Bankers' poll: TLAC and the future of bank debt

To say bank bonds had a rocky start to 2016 would be an understatement. Over the first weeks of January, the market’s significant gains from last year were essentially wiped out, with European issuers hit particularly hard....more

5/3/2016 - Banking Sector Bonds BRRD China Debt Debt Market EU FSB Global Economy Investors Non-Marketable Debt Instruments TLAC

Structured Thoughts: News for the financial services community, Volume 7, Issue 5

Electronic Structured Product Systems and FINRA’s Robo-Advisor Report - In a prior issue of this publication, we wrote about electronic structured note issuance platforms, and how these might be affected by U.S....more

5/2/2016 - Broker-Dealer European Securities and Markets Authority (ESMA) Financial Adviser FINRA OCC Regulation S-K Retail Investors SEC

New Executive Compensation Rule At-A-Glance

On April 21, 2016, the National Credit Union Administration approved a proposed rule on incentive compensation under Section 956 of the Dodd-Frank Act. The other appropriate Federal regulators, as defined in Section 956, are...more

4/26/2016 - Covered Entities Dodd-Frank ERISA Executive Compensation NCUA

A Lofty Concept: Disclosure Effectiveness

Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more

4/19/2016 - Corporate Governance Disclosure Requirements IPO JOBS Act SEC

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