Anna T. Pinedo

Anna T. Pinedo

Morrison & Foerster LLP

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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

House Financial Services Hearing on Capital Formation Bills

On Thursday, April 14th, the House Financial Services Subcommittee on Capital Markets and GSEs held a hearing at 10 am titled, The JOBS Act at Four: Examining its Impact and Proposals to Further Enhance Capital Formation. The...more

4/18/2016 - Capital Formation Crowdfunding Financial Services Committee JOBS Act Private Placements

SEC Approves Regulation S-K Concept Release

On April 13, 2016, the SEC voted in favor of a concept release on Regulation S-K. In her opening remarks, Chair White noted that the disclosure regime is central to the SEC’s mission of fostering transparency and promoting...more

4/13/2016 - Disclosure Requirements Regulation S-K SEC

NASAA Request for Comment on Statements of Policy

For offerings that require state securities registration and review, clients often are concerned about the merit regulation standards. Certain of NASAA’s Statements of Policy, for example, may pose significant issues. From...more

4/8/2016 - NASAA Public Comment Public Offerings Regulation A

DOL Releases Final Fiduciary Duty Rule

Today, the US Department of Labor released the final fiduciary duty rule.  The DOL has posted the rule text and the text of the exemptions on its site.  Here are links directly to the text of the rules and exemptions...more

4/7/2016 - Best Interest Contract Exemptions DOL ERISA Fiduciary Duty Final Rules Investment Adviser Retirement Plan

FinCEN Proposes to Amend Definition of Broker-Dealer in Securities to Include Funding Portals

The Financial Crimes Enforcement Network (FinCEN) proposed to amend the Bank Secrecy Act’s (BSA) definition of “Broker or Dealer in Securities” to include funding portals in order to ensure that funding portals implement...more

4/5/2016 - Bank Secrecy Act Broker-Dealer FinCEN Funding Portal SAR Terrorism Funding

Chair White Addresses Pre-IPO Private Placements and Staying Private Longer

Speaking at Stanford, Chair White addressed a broad range of issues affecting the technology sector, including the decision on the part of many privately held companies to defer their IPOs, to rely on exempt offerings to...more

4/1/2016 - Capital Raising Initial Public Offerings Mary Jo White Private Placements Privately Held Corporations Rule 10b-5 SEC Secondary Markets

Structured Thoughts: News for the financial services community, Volume 7, Issue 4

Structured Product Sales at Bank Branches: Networking- Arrangement Rules - Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint. ...more

4/1/2016 - Banks Broker-Dealer Financial Services Industry FINRA High-Yield Markets SEC Structured Financial Products

Capital Formation Legislative Update

On March 22, 2016, Congressman French Hill introduced a bill, HR 4831, that would amend the 100-holder restriction on S corporations in the limited case of shares acquired through crowdfunded offerings or Regulation A...more

3/28/2016 - Capital Formation Crowdfunding Legislative Agendas Regulation A Regulation D Rule 156 Rule 506 Offerings S-Corporation SEC Shareholders

Maloney Introduces Board Gender Diversity Bill

Congresswoman Carolyn Maloney introduced HR 4718, which would require that the SEC establish a Gender Diversity Advisory Group. The Group would be responsible for studying and making recommendations to the Commission on...more

3/14/2016 - Board of Directors Diversity Gender Equity Proposed Legislation Publicly-Traded Companies SEC Securities Exchange Act

Board Diversity

A group of Democratic Congressmen wrote to Chair White urging the Securities and Exchange Commission to take action to consider additional disclosure requirements...more

3/8/2016 - Board of Directors Diversity SEC

The Decline of the Small IPO

A recent journal article by Prof. Robert Bartlett, III, Prof. Paul Rose, and Prof. Steven Davidoff Solomon (What Happened in 1998? The Demise of the Small IPO and the Investing Preferences of Mutual Funds) suggests that the...more

3/8/2016 - Initial Public Offerings Investment Banks Mutual Funds Small Business

Funding Portal Small Entity Compliance Guide

The staff of the Securities and Exchange Commission recently posted an updated “small entity compliance guide” that summarizes and explains the rules adopted by the SEC that implement a regulatory framework for intermediaries...more

3/7/2016 - Broker-Dealer Crowdfunding Funding Portal JOBS Act New Guidance SEC Small Business

Structured Thoughts: News for the financial services community, Volume 7, Issue 3

Structured Product Sales at Bank Branches: Networking- Arrangement Rules - Many broker-dealers engaged in the structured products industry are affiliates of large U.S. banks, which have a significant customer footprint....more

3/3/2016 - Broker-Dealer Corporate Communications FINRA High-Yield Markets Investors Recruitment Policies SEC Structured Financial Products

New Nasdaq Staff FAQ on the 20% Rule

Recently, the Staff posted this FAQ and response relating to the issuance by Nasdaq-listed companies of warrants with cashless exercise features. See below: FAQ – Do Nasdaq’s listing rules limit or restrict the issuance of...more

3/1/2016 - 20% Rule Listing Standards Nasdaq Securities

House Financial Services Committee Mark-Up

On March 2, 2016, the Financial Services Committee will meet to mark up various proposed bills, including the following that relate to capital formation...more

3/1/2016 - Angel Investors EGCs Emerging Growth Companies Financial Services Committee Offerings Proposed Legislation Regulation A Sarbanes-Oxley Startups

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