Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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SEC Proposes Amendments Revising Section 12(g) Thresholds as Required by the JOBS Act

The SEC proposed rules for comment that address the JOBS Act mandate to revise the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Exchange Act. The proposed...more

12/19/2014 - JOBS Act Proposed Regulation Registration SEC Securities Exchange Act

Advisory Committee will Consider Accredited Investor Definition

The SEC announced that at the December 17th meeting of the Advisory Committee on Small and Emerging Companies, the group will focus on the definition of “accredited investor.” ...more

12/12/2014 - Accredited Investors Emerging Growth Companies Investors SEC Small Business Startups

House Approves Various Bills

Today the House of Representatives approved several bills including these two, which we have previously commented on...more

12/4/2014 - Disclosure Requirements Pending Legislation Publicly-Traded Companies Small Business

Structured Thoughts: Volume 5, Issue 8 - December 2014

In This Issue: - Key Regulators Speak at Structured Products Conference - FINRA Shows Its CARDS; It Will Use Big Data to Review Suitability of Complex Products Sales - FINRA’s Proposed Bond Mark-up...more

12/2/2014 - Advertising Big Data Broker-Dealer CARDS Disclosure Requirements Exchange-Traded Products FINRA Regulatory Agenda Regulatory Standards SEC Structured Financial Products

Meeting of the Advisory Committee on Small and Emerging Companies

The SEC announced the next meeting of the Advisory Committee on December 17th, beginning at 9:30 a.m. The committee will focus on the interests and priorities of emerging and smaller public companies. ...more

11/21/2014 - Investor Advisory Committee IPO SEC Small Business Startups

SEC Commissioners on Capital Formation

Recently, various SEC Commissioners, including Commissioner Stein and Commissioner Gallagher, have addressed issues related to capital formation in their public remarks. At a Los Angeles County Bar Association...more

11/17/2014 - Capital Formation Crowdfunding Regulation A Regulation D SEC

SEC Small Business Forum

The SEC has announced that the day prior to its Government Business Forum on Small Business Capital Formation, it will host jointly with the Small Business Administration to highlight additional ways that small businesses may...more

11/17/2014 - Financing Funding SBA SEC Small Business

Structured Thoughts: Volume 5, Issue 7 - November 11, 2014

In This Issue: - Index Changes and Successor Indices: Avoiding Delisting From The NYSE Arca - EU PRIIPS Regulation Expected to Come Into Force - UK Review of the Fixed Income, Currency and Commodities...more

11/12/2014 - ETNs EU Financial Regulatory Reform FINRA NYSE SEC Structured Financial Products UK

Tax Talk -- Volume 7, No. 3 -- November 2014

In This Issue: - IRS Clarifies Deadline for Correcting Withholding Documentation - Consent Payment Modifying Contingent Payment Debt Instrument Must be Tested for Significance - IRS Concludes Correction of Error...more

11/10/2014 - Commercial Bankruptcy Domestic Partnership Foreign Corporations IRC IRS Legal Entities Transfer of Assets Withholding Requirements

SEC Small Business Capital Formation Forum

The SEC recently announced that the annual Government-Business Forum on Small Business Capital Formation will be held on November 20th at the SEC in Washington. ...more

10/20/2014 - Funding SEC Small Business

New C&DI Published on Intrastate Exemption

Last week, the SEC Staff posted the following C&DI relating to Rule 147 compliance when an issuer uses its own website in connection with a securities offering....more

10/8/2014 - C&DIs Public Offerings Rule 147 SEC Social Networks Websites

Reg A+ Debate Continues

The debate regarding state preemption for Tier 2 Regulation A+ offerings appears to continue. Late last week, a group of Congressmen sent a letter to SEC Chair White reaffirming their view that the SEC has authority to...more

9/30/2014 - JOBS Act Legislative Agendas Preemption Proposed Regulation Regulation A SEC Title IV

New Data on Rule 506 Offerings

Crowdnetic, a provider of technology and market data solutions to the global crowdfinance marketplace, has shared with us for publication data collected through their network of intermediaries....more

9/30/2014 - Crowdfunding Rule 506 Offerings

The More Things Change….

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

9/24/2014 - CFTC Disclosure Requirements Form D Filing General Solicitation Private Offerings Regulation D Rule 144A Rule 506(c) SEC

Promoting Job Creation Bill

The House of Representatives voted 320 to 102 to pass H.R. 5405 (Promoting Job Creation and Reducing Small Business Burdens Act) that contains a number of JOBS Act related measures that previously were the subject of...more

9/18/2014 - Emerging Growth Companies JOBS Act Small Business

Kind-a-Sort-a

In the last few days, we received a few inquiries regarding our prior post on the CFTC’s temporary relief permitting funds to engage in general solicitation to the text that the funds were conducting Rule 506(c) offerings or...more

9/15/2014 - CFTC Compliance DSIO General Solicitation Rule 144A Rule 506 Offerings SEC

CFTC’s (Sort-of) Relief for Funds Using General Solicitation

The CFTC’s Division of Swap Dealer and Intermediary Oversight (DSIO) issued a no-action letter that provides exemptive relief until the CFTC takes action on JOBS Act related amendments to its Part 4 Rules....more

9/11/2014 - CFTC DSIO General Solicitation JOBS Act No-Action Letters

Overcrowding?

This morning’s IFR US ECM Briefing reported on another significant IPO trend—the fact that over time it has become more common for IPO issuers to appoint several co-managers. ...more

8/21/2014 - IPO Issuers Startups

The JOBS Act and IPO Volume

An academic study titled “The JOBS Act and IPO volume: Evidence that disclosure costs affect the IPO decision” (Dambra, Field, and Gustafson, available through SSRN) provides an interesting analysis of the effect of the JOBS...more

8/19/2014 - De-Risking Disclosure Requirements Information Reports IPO JOBS Act

Structured Thoughts: Volume 5, Issue 6 - August 2014

In This Issue: - European Product Intervention - FINRA Speaks at 2014 Structured Retail Products Conference - FINRA Approves Amendments to Communication Rules – Relief from Filing for Certain...more

8/13/2014 - Class Action ESMA EU FINRA Investment Funds MiFID Retailers Structured Financial Products

Reg A+ Challenged Again

Another letter to the SEC from the Hill challenges the Regulation A+ proposal. This time, the authors question the authority of the SEC in defining “qualified purchaser” as an offeree or purchaser in a Tier 2 Reg A+...more

8/11/2014 - Bad Actors Compliance Disclosure Requirements EDGAR Qualified Purchaser Regulation A Rule 506 Offerings SEC

BIO Industry Group Comments on JOBS Act

The Biotechnology Industry Organization (BIO) issued a press release with the below infographic noted that this week marks a JOBS Act milestone with the 100th company to have gone public since the Act was passed. ...more

8/4/2014 - Biotechnology IPO JOBS Act Trade Associations

Tax Talk -- Volume 7, No. 2 -- July 2014

In This Issue: - As FATCA Begins, IRS Rolls out Withholding Forms, Increases IGA Count - IRS Issues Final Circular 230 Rules Simplifying Written Tax Advice Requirements - Mortgage CCA Raises More...more

7/30/2014 - Accounting Banks Bitcoins FATCA FBAR Fees Intergovernmental Agreements IRS Merchant Fees Mortgages OVDP Proposed Regulation REIT Reporting Requirements Section 956 Securities Stock Options Tax Advice U.S. Treasury

Disclosure Reform

Yesterday, the US Chamber of Commerce’s Center for Capital Markets Competitiveness hosted a half-day session on “Corporate Disclosure Reform: Ensuring a Balanced System that Informs and Protects Investors and Capital...more

7/30/2014 - Compliance Disclosure Disclosure Requirements SEC U.S. Commerce Department

Hearing on Oversight of the SEC’s Division of Corporation Finance

As we previously reported, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified before the House Financial Services Committee on a broad range of matters, including the SEC’s progress in...more

7/28/2014 - Compliance Disclosure Requirements Dodd-Frank JOBS Act SEC

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