David Jenson

David Jenson

Stinson Leonard Street

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Minnesota Revised Uniform Limited Liability Company Act Becomes Law

In This Issue: - Forming a Limited Liability Company - Shelf LLCs - Series LLCs - Governance - Members - Operating Agreement - Standards of Conduct - Distributions - Merger, Conversion...more

4/17/2014 - Corporate Governance LLC Operating Agreements Series LLC Shelf Corporations

New C&DIs Contemplate Intrastate Crowdfunded Offerings

This week the SEC released three new Compliance and Disclosure Interpretations (C&DIs) relating to Rule 147, which applies to securities that exempt from registration pursuant to Section 3(a)(11) of the Securities Act because...more

4/10/2014 - Advertising Compliance Crowdfunding Disclosure Requirements SEC

SEC Grants Second Rule 506 Bad Actor Waiver

On December 26, 2013, the SEC granted its second waiver from disqualification from reliance on Regulation D because of prohibited conduct under new Rule 506(d). The waiver was granted to a Broker-Dealer alleged to have paid...more

1/13/2014 - Bad Actors JOBS Act Rule 506 Offerings SEC Securities Exchange Act Waivers

New Rule 506 FAQs: 20% Beneficial Owners, 506(e) Disclosure

As we’ve described previously, new Rule 506(d) imposes a number of bad actor disqualifications on certain persons that are associated with the issuer, including officers, directors, and 20% beneficial owners. On January 3,...more

1/6/2014 - Compliance Disclosure Requirements Rule 506 Offerings Rule 506(d) Rule 506(e) Securities Exchange Act

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

12/31/2013 - Debt Securities Dodd-Frank Eligibility Equity Securities Exemptions Offerings Private Equity Private Offerings Regulation A Reporting Requirements SEC Startups

Rule 506 FAQs: Some Answers, Some New Questions

On December 4, 2013, the SEC released a new batch of FAQs regarding new Rules 506(d) and 506(e). Before diving in to the clarifications provided and the new uncertainties raised by the SEC in the new FAQs, you might want to...more

12/5/2013 - Bad Actors Disclosure Requirements Disqualification Rule 506 Offerings Scienter SEC

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

12/2/2013 - Bad Actors Board of Directors Corporate Officers Directors Disclosure Requirements Proxy Statements Rule 506 Offerings SEC

SEC Chair Discusses Potential Changes To Accredited Investor Definition

In a November 15, 2013 letter to Representative Scott Garrett (Chairman of the Subcommittee on Capital Markets and Government-Sponsored Enterprises for the House Financial Services Committee), SEC Chair Mary Jo White...more

11/19/2013 - Accredited Investors Dodd-Frank Mary Jo White SEC

SEC Releases New FAQs On General Solicitation

On November 13, 2013, the SEC released new compliance and disclosure interpretations (which we’re calling FAQs) aimed at addressing common questions relating to private offerings that make use of general solicitation under...more

11/14/2013 - Advertising Form D Filing General Solicitation JOBS Act Regulation S Rule 144A Rule 506 Offerings SEC

SEC Unveils Proposed Regulation Crowdfunding

The SEC has proposed new Regulation Crowdfunding to implement the requirements of Title III of the JOBS Act. Regulation Crowdfunding would prescribe rules governing the offer and sale of securities under new Section 4(a)(6)...more

10/28/2013 - Crowdfunding JOBS Act Proposed Regulation SEC Securities Act of 1933 Title III

Open For Business: Comments On The SEC’s Latest Regulation D Proposals

A review of some of the approximately 300 comment letters the SEC has received relating to its latest round of Regulation D proposals is a showcase for the various types of companies that have already sprung up in the hopes...more

8/27/2013 - Crowdfunding Dodd-Frank General Solicitation JOBS Act Regulation D SEC

10 Minute Overview Of General Solicitation And Crowdfunding

On August 19, Nicole Strydom and I gave a 10 minute presentation on the general solicitation rules and the current status of “crowdfunding” at a ceremony to announce the finalists in the student division of the Minnesota Cup....more

8/23/2013 - Accredited Investors Crowdfunding General Solicitation JOBS Act Regulation D Rule 506 Offerings SEC

Changes To FINRA Rule 5123

On June 20, 2013, FINRA proposed changes to Rule 5123 that would require offering documents in connection with certain private placements to be filed electronically by FINRA members and would also expand the applicable form...more

7/5/2013 - Banks Electronic Filing FINRA Private Placements Proposed Amendments

Governor Dayton Signs Investment Adviser Bill

On May 24, 2013, Governor Dayton signed into law several changes to the investment adviser statutes in Minnesota. ...more

5/29/2013 - Investment Adviser New Legislation

ISS Charged With Selling Shareholder Vote Data; Agrees To $300,000 Settlement

The SEC and Institutional Shareholder Services, Inc. (ISS) have settled public administrative and cease-and-desist proceedings initiated against ISS by the SEC alleging that ISS violated Section 204A of the Advisers Act by...more

5/24/2013 - ISS Proxy Solicitations SEC Settlement Shareholders

SEC Commissioner Comments On JOBS Act; Immigration Reform

On May 18, 2013, SEC Commissioner Luis A. Aguilar spoke at the annual gala of the Georgia Hispanic Chamber of Commerce, using the opportunity to highlight the contributions of immigrants (and Hispanic immigrants in...more

5/22/2013 - Immigration Reform JOBS Act Regulation A SEC

SEC Agrees Not To Prosecute Ralph Lauren Corporation For FCPA Violations

For the first time, the SEC has entered into a Non-Prosecution Agreement (NPA) with a company relating to misconduct under the Foreign Corrupt Practices Act (FCPA). The SEC decided not to prosecute Ralph Lauren Corporation...more

4/23/2013 - Compliance Enforcement FCPA Investigations Ralph Lauren SEC

Don’t Lie About Assets Under Management

Umesh Tandon, president, chief compliance officer, and sole owner of Simran Capital Management, recently agreed to a settlement with the SEC relating to alleged violations of the Investment Advisers Act of 1940 and the...more

4/19/2013 - Asset Management Investment Advisers Act of 1940 Investment Company Act of 1940 Misrepresentation SEC Settlement

Broker-Dealer Due Diligence And FINRA Exam Priorities

FINRA Chairman and CEO Richard G. Ketchum gave a speech on April 9, 2013 as part of the National Compliance Outreach Program for Broker-Dealers....more

4/16/2013 - Broker-Dealer Compliance Due Diligence FINRA Private Placements

Final Red Flags Rules Adopted By SEC And CFTC

Today the CFTC and the SEC jointly issued final rules that require regulated entities to adopt programs designed to prevent identity theft – so-called “red flags” rules....more

4/11/2013 - CFTC FCRA Identity Theft Red Flags Rule SEC

The JOBS Act Turns One

April 5, 2013 marked the one-year anniversary of the passage of the JOBS Act. Here’s a roundup of a few of the media outlets that took the occasion as an opportunity to provide commentary on the effectiveness of the...more

4/9/2013

SEC Comments On Broker-Dealer Registration By Private Fund Advisers

David W. Blass, Chief Counsel, Division of Trading and Markets, SEC, recently gave a speech before the American Bar Association Trading and Markets Subcommittee on April 5, 2013. The topic of the speech was whether and when...more

4/8/2013 - Broker-Dealer Dodd-Frank Private Equity Funds Private Funds Registration SEC

Changes To Proposed Investment Adviser Legislation

We previously reported that there was proposed legislation making its way through the Minnesota legislature that contained a number of amendments to the securities laws relating to investment advisers and applying a new layer...more

4/1/2013 - Investment Adviser Proposed Legislation Recordkeeping Requirements Registration Reporting Requirements

Proposed Minnesota Investment Adviser Legislation

There is a bill working its way through the Minnesota state legislature that amends chapter 80A of the Minnesota Statutes to, among other things, implement investment adviser registration for investment advisers whose only...more

3/18/2013 - Accredited Investors Investment Adviser Private Funds Proposed Legislation Registration

Reverse Triangular Mergers Do Not Trigger Anti-Assignment Clauses

The Delaware chancery court recently restored some clarity to its jurisprudence regarding the effect of a reverse triangular merger (RTM) on contracts of the target company that contain anti-assignment clauses. An April 2011...more

3/4/2013 - Assignments Reverse Triangular Mergers

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