David M. Lynn

David M. Lynn

Morrison & Foerster LLP

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SEC Announces Tick Size Pilot Program Proposal

In June 2014, the SEC ordered the national securities exchanges and FINRA to develop and file a proposal for a tick size pilot program. On August 26, 2014, the SEC announced that the national securities exchanges and FINRA...more

9/5/2014 - FINRA SEC Stock Trades

Rooting Out Conflict Minerals

If your company manufactures consumer electronics, avionics, or any product incorporating even trace amounts of gold, coltan, cassiterite, or wolframite— including their derivatives, tantalum, tin, and tungsten—you may need...more

7/23/2014 - Conflict Mineral Rules Dodd-Frank Electronics First Amendment Manufacturers Minerals SEC

SEC: The New Cyber-Cop

It seems scarcely a week goes by without a headline blaring news of a major cybersecurity breach. And with ongoing revelations about the data-tracking activities of the National Security Agency, the public isn’t growing less...more

7/16/2014 - Cybersecurity Data Breach Data Collection Disclosure Requirements NSA SEC

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

SEC Staff Provides Rule 506(c) Verification Guidance

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more

7/8/2014 - Accredited Investors Advertising General Solicitation Issuers New Regulations Regulation D Rule 506(c) SEC Verification Requirements

SEC Orders Tick Size Pilot Program

The SEC has announced that it ordered the national securities exchanges and the FINRA to develop and file a plan to implement a targeted 12 month pilot program that will widen tick sizes for specified small-cap stocks. The...more

6/26/2014 - FINRA Market Participants SEC Securities

SEC Staff Guidance on the Use of Social Media in Securities Offerings, Tender Offers, Business Combinations and Proxy Contests

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) recently provided guidance on applying its rules regarding communications in connection with securities offerings, tender...more

5/14/2014 - Compliance Offerings Proxy Contests SEC Securities Act of 1933 Social Media Tender Offers

SEC Staff Provides More Guidance on Rule 506(d)

On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor”...more

1/6/2014 - Bad Actors Compliance Regulation D Rule 506 Offerings SEC Securities Exchange Act

More on the SEC’s Regulation S-K Study

The SEC Staff’s recently released Report on Review of Disclosure Requirements in Regulation S-K, which was required by Section 108 of the JOBS Act, provides a starting point for revisiting broader issues regarding SEC...more

12/23/2013 - Disclosure Requirements Emerging Growth Companies JOBS Act Regulation S-K SEC

A+ Indeed: The SEC’s Proposed Rules Amending Reg A

Overview - Yesterday, December 18, 2013, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules both retain and modernize the current framework of Regulation...more

12/20/2013 - Disclosure Requirements EDGAR Investors JOBS Act Regulation A Reporting Requirements Safe Harbors SEC Securities Act of 1933

MoFo’s Quick Guide to: REIT IPOs

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

12/6/2013 - IPO Real Estate Market Registration REIT SEC

Standing out from the Crowd: A Closer Look at the SEC’s and FINRA’s Proposed Crowdfunding Rules

In this alert, we provide a detailed overview of the proposed regulatory framework that will be applicable to crowdfunding offerings conducted pursuant to Title III of the JOBS Act in reliance on Section 4(a)(6) of the...more

11/18/2013 - Broker-Dealer Crowdfunding FINRA Funding Portal Investment Company Act of 1940 JOBS Act SEC Securities Act of 1933 Subsidiaries

SEC Staff Provides Rule 506(c)/Rule 144A Guidance

Today, the SEC Staff in the Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to provide a number of new interpretations regarding Rule 506(c) and revised Rule 144A. ...more

11/14/2013 - Rule 144A Rule 506 Offerings SEC

SEC Announces Agenda and Panelists for Small Business Forum

The SEC has announced the agenda and panelists for its annual Small Business Forum on November 21, 2013. The event will begin at 9 a.m. at the SEC (and via webcast), and will include two morning panel discussions. The first...more

11/14/2013 - JOBS Act Regulation D SEC Small Business

The Short Field Guide To IPOs

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

11/4/2013 - Emerging Growth Companies IPO JOBS Act Prospectus Public Disclosure Registration SEC Startups

SEC to Consider Crowdfunding Proposals on October 23

The SEC has provided very short notice of an open meeting to consider proposed rules under Title III of the JOBS Act. Title III of the JOBS Act amended Section 4 of the Securities Act to add paragraph (6), which provides a...more

10/22/2013 - Crowdfunding FINRA JOBS Act SEC Securities Act of 1933 Title III

JOBS 2.0 Hearing Rescheduled

On October 24, 2013, the House Subcommittee on Capital Markets and GSEs will hold a hearing on “Legislative Proposals to Reduce Barriers to Capital Formation.” The hearing was originally scheduled for earlier in the month,...more

10/22/2013 - Broker-Dealer CFTC General Solicitation GSE IPO JOBS Act SEC

Private Offerings: Questions that Might Frequently be Asked Sometime Soon (Part II)

Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more

10/3/2013 - Accredited Investors Bad Actors Disqualification Form D Filing General Solicitation Investors Private Offerings Regulation D Rule 144A Rule 506 Offerings SEC Social Media

SEC Re-Opens Comment Period for Regulation D Proposal

On September 27, 2013, the SEC published Release No. 33-9458 to re-open the comment period for its proposed amendments to Regulation D, Form D and Securities Act Rule 156. The comment period for the proposals, which were...more

10/1/2013 - Form D Filing Regulation D SEC Securities Act of 1933

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

10/1/2013 - Crowdfunding FINRA General Solicitation JOBS Act Private Offerings Proxy Statements Public Disclosure Public Offerings Regulation FD SEC Social Media

SEC to Remain Open in Event of Shutdown

As was the case back in 1995 when the government last experienced a shutdown, the SEC announced that it will remain open and operational in the event the federal government undergoes a lapse in appropriations on October 1. ...more

9/30/2013 - Government Shutdown SEC

SEC Proposes Pay Ratio Disclosure Rules

At an open meeting on September 18, 2013, the Securities and Exchange Commission (“SEC”) approved for public comment proposed rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

9/20/2013 - Disclosure Requirements Dodd-Frank Pay Ratio SEC Wages

Reminders for Issuers That Intend to Use General Solicitation

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more

9/16/2013 - Bad Actors Broker-Dealer Dodd-Frank General Solicitation JOBS Act Regulation D Rule 506 Offerings

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

9/9/2013 - Accredited Investors Broker-Dealer Crowdfunding Disclosure Requirements Filing Requirements FINRA GAAP Investment Adviser Issuers JOBS Act Material Nonpublic Information Private Offerings Proxy Solicitations Public Offerings Recordkeeping Requirements Regulation FD SEC Social Media Third-Party Liability

Private Offerings: Questions that Might Frequently be Asked Sometime Soon

Although the SEC’s final rule relaxing the ban on general solicitation in certain Rule 506 offerings and Rule 144A offerings was highly anticipated, the final rule leaves open or raises a number of interesting...more

7/24/2013 - Accredited Investors Advertising Dodd-Frank General Solicitation Marketing Private Placements Regulation D Rule 144A Rule 506 Offerings SEC

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