Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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JOBS Act Quick Start - A brief overview of the JOBS Act - 2014 Update

In This Issue: - Introduction - The IPO on-ramp - The IPO Process - Applying Title I to other transactions - Private offerings - Crowdfunding - Regulation A+ - Exchange...more

7/10/2014 - Crowdfunding Dodd-Frank IPO JOBS Act Regulation A Rule 506 Offerings SEC Securities Exchange Act Title III

New Senate Bill Introduced to Clarify Definition of General Solicitation

The text of S. 2498, introduced by Senator Murphy in late June, was finally released. The bill is titled the “HALOS Act”, or “Helping Angels Lead our Startups Act.” Angel investors have expressed concerns regarding the...more

7/8/2014 - Angel Investors General Solicitation Issuers Pending Legislation Rule 506(c) Startups

Investor Advisory Committee

On July 10, the Investment Advisory Committee will be meeting to consider various topics, including the definition of the term “accredited investor.” The Committee had previously discussed amendments to the natural persons...more

6/30/2014 - Accredited Investors Investment Advisory Committee Investors

SIFMA Guidance on Investor Verification

SIFMA has issued a Memorandum intended to provide broker-dealers and advisers with guidance regarding procedures for investor verification in connection with offerings made pursuant to Rule 506(c)....more

6/30/2014 - Broker-Dealer Brokers Investors Offerings Rule 506(c) SIFMA

Structured Thoughts: Volume 5, Issue 5 - June 25, 2014

In This Issue: - The 1996 Morgan Stanley Letter: Re-imagined at the Age of 18 - Structured CDs – Goodbye Regulation DD, Hello Regulation DD - FCA Issues Fine in Relation to Structured Product...more

6/26/2014 - Banks Disclosure Requirements EDGAR ESMA Financial Products IPO Morgan Stanley Public Disclosure Regulation D SEC Securities Truth in Savings Act

Future of Regulation A+ Uncertain

Earlier this month a group of Congressmen wrote to SEC Chair White regarding state preemption for Regulation A+ offerings. The letter suggests that, at the time that the JOBS Act was being debated and considered, Congress...more

6/24/2014 - Investors JOBS Act Mary Jo White Reg A+ Rule 506 Offerings SEC

JOBS Act 2.0 Bills to Be Considered

On June 10th, the House Financial Services Committee will mark up and consider a number of JOBS Act and capital formation related bills. The original mark-up session was to have been held on May 29th. ...more

6/9/2014 - Capital Formation JOBS Act

Committee Passes JOBS Act Related Bills

The House Financial Services Committee passed several bills designed to promote capital formation, including: HR 4200, the Small Business Investment Companies (SBICs) Advisers Relief Act, introduced by Rep. Blaine...more

5/23/2014 - Crowdfunding Funding JOBS Act Regulation D SEC Small Business Startups

And we thought things were going well…

Recently, the Committee on Capital Markets Regulation published information regarding the competitiveness of our US capital markets. See the Committee’s site for detailed statistics that seem to focus principally on whether...more

5/23/2014 - Capital Markets Foreign Corporations IPO Issuers Legislative Committees

Committee Mark-up Scheduled

Later this week, on May 22nd, a full House Financial Services Committee mark-up session has been scheduled that will include consideration of...more

5/20/2014 - Financial Regulatory Reform Legislative Agendas

15 Capital Formation Related Bills Scheduled for Mark Up

Yesterday, May 7th, a number of bills were scheduled for mark up by the House Financial Services Committee, which address certain issues arising from the JOBS Act, as well as a number of issues arising in the aftermath of the...more

5/7/2014 - Dodd-Frank Financial Services Committee JOBS Act Legislative Agendas Proposed Legislation

Hearing on Proposed JOBS Act Related Bills

On May 1st, the House Financial Services Committee will hold a hearing on various proposed bills related to the JOBS Act. One of the bills addresses the crowdfunding framework and would have the effect of striking Title III...more

5/1/2014 - Crowdfunding JOBS Act Legislative Agendas Offerings Regulation D SEC Title III

A Many-Headed Hydra

The notorious regulation technically took effect on April 1. Covered entities must now pay closer attention to how they structure their trading activities, and their investments in fund-type vehicles. Perhaps not...more

4/25/2014 - Covered Entities Dodd-Frank FBOs Proprietary Trading Volcker Rule

Disclosure Overload and “Cutting the Clutter”

In various speeches recently, SEC representatives have addressed the need for disclosure reform following the December 2013 release of the JOBS Act-mandated Regulation S-K study. The disclosure review will begin by...more

4/24/2014 - Disclosure Requirements Emerging Growth Companies JOBS Act Regulation S-K SEC

Foreign (non-U.S.) Issuers

The SEC recently provided some data on registered offerings by foreign issuers, noting that: - In 2013, there were approximately 50 new foreign registrants... ...more

4/21/2014 - Foreign Investment JOBS Act SEC

Tax Talk -- Volume 7, No. 1 -- April 2014

In This Issue: - FATCA Update: IRS Releases New Regulations, New Forms, and New IGAs - No Rule Policy on MLPs - IRS Introduces New Grandfather Rule for Equity-Linked Instruments Under Section 871(m) - Rev....more

4/18/2014 - FATCA IGAs IRS MLPs Mortgage REITS REIT Safe Harbors

ECCF

Recently, Craig Lewis, the Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis, commented on the economic impact of various JOBS Act reforms, or the effects on “efficiency, competition, and...more

4/18/2014 - General Solicitation Investors JOBS Act Private Equity Private Equity Funds Private Offerings Public Offerings Reg A+ SEC Venture Capital Venture Funding

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

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