Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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Why are more companies staying private?

Because they can…. This was the conclusion of the discussion at the SEC Advisory Committee on Small and Emerging Companies earlier in the week. The Committee discussed statistics relating to the number of companies that are...more

2/20/2017 - Acquisitions Emerging Growth Companies Private Investment Funds SEC SEC Advisory Committee Venture Funding

MoFo Tax Talk: Volume 9, Issue 4

EDITOR’S NOTE - Tax Talk doesn’t remember much about 1985. But we do remember that, after Ronald Reagan was re-elected president in 1984, tax reform was a very hot topic (remember the Tax Reform Act of 1985?). Anyway,...more

2/13/2017 - Dividends FATCA Foreign Financial Institutions (FFI) Foreign Tax IRS REIT RICs Section 385 Section 871(m) Tax Reform

Mutual Funds As Venture Capitalists? Evidence from Unicorns

In a recent paper, authors Sergey Chernenko, Josh Lerner, and Yao Zeng consider investments by mutual funds (“cross over funds”) in 99 unicorn companies. Given the rise in recent years of investments by cross over funds in...more

2/13/2017 - Investment Mutual Funds Venture Capital

Understanding TLAC - The Federal Reserve’s final bank capital rules have been hailed as the end of too big to fail

The Federal Reserve Board’s final rules regarding total loss absorbing capacity (TLAC) requirements for global systemically important banks (GSibs) in the US will require levels of capital and other loss-absorbing capacity...more

2/10/2017 - Bank Holding Company Capital Markets Capital Requirements Debt Federal Reserve Grandfathering Rules Holding Companies TLAC

Updated Market Statistics

At the 35th Annual Federal Securities Institute, a representative of the Securities and Exchange Commission shared some market data....more

2/8/2017 - Crowdfunding JOBS Act Regulation A SEC Tier 2 Offerings

Disclosure of Payments by Resource Extraction Issuers

Likely, this is only the beginning. Senator Inhofe and Representative Huizenga filed Congressional Review Act Resolution relating to the Securities and Exchange Commission’s final rule regarding the disclosure of certain...more

1/31/2017 - Congressional Review Act Dodd-Frank Resource Extraction SEC Section 1504

Rule 504 Small Entity Compliance Guide

The Securities and Exchange Commission recently released a Small Entity Compliance Guide for Issuers that provides a helpful summary of the exemption....more

1/30/2017 - Rule 504 SEC Small Entity Compliance Guide

News Round Up - January 2017

Looking Ahead... We write this as a new administration looks to make its mark with an agenda that was premised on promoting capital formation by easing regulatory burdens. Once a new chair of the Securities and Exchange...more

1/25/2017 - Annual Reports C&DIs Capital Markets Foreign Issuers ICFR Internal Controls Non-GAAP Financial Measures Rule 144A SEC Securities Act

Structured Thoughts: News for the financial services community, Volume 8, Issue 1

U.S. Court of Appeals Upholds SEC’s Backtesting Finding - In a 2016 case before the U.S. Court of Appeals for the D.C. Circuit, a former investment adviser lost a petition to review and vacate the decision of an SEC...more

1/25/2017 - Broker-Dealer DOL Examination Priorities Fiduciary Rule FINRA OCIE SEC

The Securities Law Crystal Ball

At the beginning of each new year, we find ourselves engaged in discussions of the evolving securities regulatory landscape and the changes that we anticipate may occur. We have done this for many years now. Each January we...more

1/20/2017 - Business Development Companies Capital Formation Disclosure Requirements JOBS Act No-Action Letters SEC Section 404 Securities Shelf Registration Smaller Reporting Companies Stocks XBRL Filing Requirements

Chair White’s Remarks

On January 17, Chair White delivered a speech at The Economic Club of New York, which was titled “The SEC after the Financial Crisis: Protecting Investors, Preserving Markets.” Chair White commented on the Securities and...more

1/18/2017 - Broker-Dealer Financial Institutions Pending Legislation SEC

Late-Stage Private Placements

As we have reported in other blog posts, many successful privately held companies are able to raise funds from institutional investors at attractive valuations and defer their IPOs. While the exuberance regarding valuations...more

1/11/2017 - Institutional Investors Private Placements

FINRA Issues 2017 Examination Priorities Letter

Introduction - Consistent with prior practice, with the arrival of the new year, FINRA has published its key examination priorities. As in prior years, the letter covers a broad array of topics. This year’s topics...more

1/9/2017 - Broker-Dealer Examination Priorities FINRA Investors SEC

Global Accounting Standards

The Chair of the Securities and Exchange Commission Mary Jo White recently commented on the significance of high-quality accounting standards. The speech noted the need to support continued work toward the globally accepted...more

1/6/2017 - FASB Global Accounting Standards IASB SEC Securities

The Short Field Guide to IPOs - 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more

1/5/2017 - Emerging Growth Companies Financial Reporting Foreign Private Issuers Initial Public Offerings IPO JOBS Act Public Offerings REIT Underwriting

Outcomes of Investing in OTC Stocks

The Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published a study recently that reviews, among other things, the performance of and the returns of investing in OTC stocks. The...more

1/5/2017 - Division of Economic and Risk Analysis (DERA) Nasdaq NYSE OTC Regulation A SEC Securities Stocks

PIPE Transactions

In a year of significant volatility, it is not surprising that there was increased reliance on PIPE (private investment in public equity) transactions. Traditionally, PIPE transactions have provided a useful capital-raising...more

1/4/2017 - Capital Raising Equity PIPEs Private Investment Funds

Structured Thoughts: News for the financial services community - Special Issue

Final TLAC Rules and Structured Products - On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding long-term debt and total loss absorbing...more

12/27/2016 - Depository Institutions EU EU Benchmark Regulation Fiduciary Rule FINRA Foreign Banks G-SIB Holding Companies IRS MiFID II Packaged Retail And Insurance-Based Investment Products (PRIIPS) Popular Regulatory Agenda Section 871(m) Structured Financial Products TLAC UK UK Brexit

TLAC’s Back! Sifting Through the Federal Reserve’s Final TLAC Rule

On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding total loss absorbing capacity (the “Final TLAC Rule”) requirements for global systemically...more

12/17/2016 - Bank Holding Company Capital Requirements Federal Reserve G-SIB Grace Period Grandfathered Status Holding Companies TLAC

Structured Thoughts: News for the financial services community, Volume 7, Issue 12

FDIC Adopts New Recordkeeping Requirements for Large Banks – Modifies Original Proposal as to Brokered CDs - In November 2016, the FDIC approved a final rule establishing recordkeeping requirements for insured...more

12/13/2016 - Banks Big Data DOL EU FDIC Fiduciary Rule FINRA Fixed Income Investments IRS MREL Recordkeeping Requirements SEC

Shaping MREL for European (and non-European) Banks

The European Commission (“Commission”), on 23 November 2016, released its legislative proposals to amend the EU’s Bank Recovery and Resolution Directive (“BRRD”) to provide more detailed rules relating to the setting of MREL...more

12/12/2016 - Banks Bonds BRRD Capital Requirements Regulation (CRR) EU European Commission Holding Companies Insolvency MREL Structured Financial Products Subordination TLAC

Staff Guidance on Rule 144A Related Issues

On December 8, 2016, the staff of the Division of Corporation Finance provided additional guidance in the form of Compliance and Disclosure Interpretations (“C&DIs”) related to the types of securities that may be counted...more

12/12/2016 - C&DIs Registered Investment Companies (RICs) Rule 144A Securities

SEC Advisory Committee on Small and Emerging Companies Meeting

The next meeting of the Advisory Committee will be held by conference call on December 7. The call will be available to members of the public. The agenda includes plans to consider recommendations regarding corporate board...more

12/5/2016 - Advisory Committee Emerging Growth Companies SEC

SEC Delivers Report to Congress on Disclosure Simplification

The FAST Act required the Securities and Exchange Commission to deliver to Congress a report detailing its recommendations regarding the modernization and simplification of the disclosure requirements contained in Regulation...more

11/28/2016 - Disclosure Requirements EDGAR Fixing America’s Surface Transportation Act (FAST Act) Regulation S-K SEC

Investor Advisory Council Meeting

The Securities and Exchange Commission announced that the next meeting of the Council will take place on December 8, 2016, commencing at 9.30 am. ...more

11/21/2016 - Fixing America’s Surface Transportation Act (FAST Act) Investor Advisory Committee SEC

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