Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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Structured Thoughts: News for the financial services community, Volume 7, Issue 2

Is There a Standard Form of Rule 144A Representation Letter? - My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why. I would have hoped that by now there would be just one great...more

2/12/2016 - Banking Sector Broker-Dealer Corporate Issuers Disclosure Requirements ERISA Federal Reserve FINRA Institutional Investors IRS Market Basket Regulation S-K Representations and Warranties Rule 144A Rule 15a-6 SEC Structured Finance Structured Financial Products TLAC

A Conversation with Chair White

Chair White spoke at the Annual Securities Regulation Institute in San Diego last week and participated in a Q&A session. We have highlighted below commentary on topics of interest to our readers....more

2/9/2016 - Accredited Investors Disclosure Requirements Mary Jo White Private Placements Rule 506(c) SEC Secondary Markets

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S....more

2/3/2016 - Certiorari ConAgra Dividends FIRPTA Foreign Currency Income Taxes IRS Market Basket Political Candidates Protecting Americans from Tax Hikes (PATH) Act REIT RICs SCOTUS Tax Court Tax Refunds Withholding Tax

SEC Approves FINRA’s Funding Portal Rules

The SEC approved FINRA’s Funding Portal rules for entities that intend to function as funding portals in crowdfunded offerings made pursuant to Regulation Crowdfunding. We had previously posted a link to the rule text. On...more

2/1/2016 - Crowdfunding FINRA Funding Portal New Regulations SEC

FINRA Amends Proposed Funding Portal Rules

On January 21st, FINRA filed an amendment to its proposed rule changes relating to the registration, supervision and oversight of crowdfunding funding portals. The Securities and Exchange Commission published a notice and...more

1/26/2016 - Comment Period Crowdfunding FINRA Funding Portal Registration Requirement SEC

Looking Abroad

Speaking today at a Practising Law Institute session, Keith Higgins, Director of the Division of Corporation Finance of the SEC, Higgins addressed a number of interesting topics. For example, Mr. Higgins commented on the...more

1/22/2016 - Corporate Financing Crowdfunding SEC UK

Structured Thoughts: News for the financial services community, Volume 7, Issue 1

T+2 Settlement and Structured Notes - Introduction - In December 2015, the “T+2 Industry Steering Committee” published its Implementation Playbook. The Playbook is intended to provide, among other things, a...more

1/18/2016 - Equity Markets FINRA OCIE Regulatory Agenda SEC Structured Finance Structured Financial Products

SEC Adopts Rules Implementing FAST Act Provisions

The Commission announced that it approved interim final rules implementing two provisions of the FAST Act, adopted in December, that revise financial reporting forms for emerging growth companies and smaller reporting...more

1/14/2016 - Comment Period Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Form S-1 Registration Statement SEC

Investor Advisory Committee Meeting

The SEC announced that the next meeting of the Investor Advisory Committee will be held on January 21, 2016. Among other things, the Committee will discuss the Financial Accounting Standards Board proposed amendments to the...more

12/30/2015 - Crowdfunding FASB Investor Advisory Committee Listing Standards Nasdaq SEC

FINRA’s Equity Research Rule

A reminder that the new equity research rules, contained in FINRA Rule 2241, became fully effective on December 24, 2015. The equity research rules, among other things, revise the quiet periods applicable to member firms...more

12/29/2015 - Equity Research Rule FINRA Initial Public Offerings Offerings Safe Harbors

FDIC Proposed Regulations for Banks Acting as Transfer Agents

The FDIC also has proposed additional regulation of transfer agents. The FDIC notice of proposed rulemaking solicits comments regarding new regulations that would require insured state nonmember banks or their subsidiaries...more

12/28/2015 - Banking Sector Comment Period FDIC NPRM SEC Transfer Agents

SEC Proposed Rulemaking Regarding Requirements for Transfer Agents

On December 22nd, 2015, the Commission issued an advanced notice of proposed rulemaking (ANPR) for new requirements for transfer agents, together with a concept release requesting public comment on the Commission’s broader...more

12/23/2015 - Advanced Notice of Proposed Rulemaking (ANPRM) FINRA Public Comment SEC Transfer Agents

SEC Staff Provides Additional Guidance on the FAST Act

On December 21st, 2015, the SEC Staff issued four additional C&DIs related to the FAST Act, which we have repeated here for convenience. Question 3 - Question: How did the FAST Act affect Section 12(g) and Section...more

12/23/2015 - Financial Holding Company Fixing America’s Surface Transportation Act (FAST Act) Reporting Requirements SEC Securities Exchange Act

SEC Staff Report on Accredited Investor Standard

The Dodd-Frank Act required that the SEC periodically assess the “accredited investor” definition. On Friday, the SEC issued the staff report, which was prepared by Staff from the Divisions of Corporation Finance and...more

12/21/2015 - Accredited Investors Dodd-Frank Public Comment SEC

Structured Thoughts: News for the financial services community, Volume 6, Issue 9

ESMA Final Report on Complex Debt Instruments and Structured Deposits - On 26 November 2015, the European Securities and Markets Authority (“ESMA”) published its Final Report on its “Guidelines on complex debt...more

12/15/2015 - Banking Sector Derivatives DOL ESMA EU EURIBOR Exchange-Traded Products Fiduciary Duty FINRA MiFID II Regulatory Agenda SEC Structured Finance

Staff Posts C&DIs on FAST Act

See below guidance from the Staff of the Securities and Exchange Commission. Question 1 - Question: May an EGC issuer omit interim financial statements from its filing or submission for a period that has financial...more

12/11/2015 - Emerging Growth Companies Financial Statements Fixing America’s Surface Transportation Act (FAST Act) Offerings Registration Statement SEC

Capital Formation Related Bills Approved by Financial Services Committee

The House Financial Services Committee voted to approve and refer to full House vote various capital formation related bills, including the Small Business Capital Formation Enhancement Act, HR 4168, requiring the Securities...more

12/11/2015 - Accredited Investors Capital Formation Financial Services Committee Pending Legislation SEC Small Business

FAST Act Signed

President Obama signed into law the FAST Act, a highway transportation bill, that includes a number of important securities law measures that each had been the subject of individual bills with strong bipartisan support....more

12/7/2015 - Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Initial Public Offerings JOBS Act Registration Statement Resale Exemption

Quick Guide to REIT IPOs - 2015

Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more

12/7/2015 - CFTC Corporate Governance D&O Insurance Dodd-Frank Emerging Growth Companies Initial Public Offerings Mortgage REITS Registration Statement REIT Sarbanes-Oxley SEC

FAST Forward - A Summary of the Securities Law Provisions of the FAST Act

On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (“FAST Act”), which includes a number of securities law related provisions that had previously been the subject of individual bills...more

12/7/2015 - Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Initial Public Offerings JOBS Act Regulation S-K Resale Exemption

The “20% Rule”

Over the years we have written a fair bit about Nasdaq’s (and other securities exchanges’) rules requiring shareholder approval in connection with certain private placements, change of control transactions, and financings in...more

12/4/2015 - Capital Raising Change of Control Comment Period Nasdaq Private Placements Shareholder Approval

House Financial Services Committee Hearing on Capital Formation

On December 2, 2015, the Financial Services Committee will hold a hearing to consider four bills related to capital formation. These include, among others, HR 3784, which would amend the Exchange Act to establish an Office...more

12/1/2015 - Capital Formation Congressional Investigations & Hearings Financial Services Committee Proposed Legislation Startups

SEC Government-Business Forum on Small Business Capital Formation

Last week, the SEC held its annual Government-Business Forum, which included a number of presentations on exempt offering alternatives. Anya Coverman, Deputy Director of Policy of NASAA, presented on intrastate crowdfunding....more

11/30/2015 - Capital Formation Crowdfunding Rule 506 Offerings SEC Small Business

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

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