David M. Lynn

David M. Lynn

Morrison & Foerster LLP

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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

Goldilocks, Porridge and General Solicitation

Introduction - At long last, the U.S. Securities and Exchange Commission (SEC) took action today to implement rules that complied with the JOBS Act mandate to relax the prohibition against general solicitation in...more

7/11/2013 - Dodd-Frank General Solicitation Investor Protection JOBS Act Regulation D Rule 506 Offerings SEC Securities Act of 1933

SEC Staff Provides Guidance on Conflict Mineral and Resource Extraction Disclosure Requirements

On May 30, 2013, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) published Frequently Asked Questions (“FAQs”) regarding certain disclosures required under the Dodd-Frank Wall Street Reform...more

6/5/2013 - Conflict Mineral Rules Disclosure Requirements Dodd-Frank Form SD Resource Extraction SEC

SEC Offers Guidance on Use of Social Media for Public Disclosure

On April 2, 2013, the U.S. Securities and Exchange Commission (SEC) issued guidance in the form of the Report of Investigation under Section 21(a) of the Securities Exchange Act of 1934 which indicates that social media...more

4/5/2013 - Material Nonpublic Information Public Disclosure Regulation FD SEC Social Media

SEC Approves New Compensation Committee and Adviser Independence Listing Standards

As discussed in two previous Client Alerts, on June 20, 2012, the U.S. Securities and Exchange Commission (the “SEC”) adopted Rule 10C-1 to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection...more

1/21/2013 - Compensation Committee Disclosure Requirements Dodd-Frank Independence Rules Listing Standards Nasdaq NYSE SEC

Dodd-Frank Implementation: Navigating the Road Ahead

Table of Contents: Introduction; Financial Stability Reform; Resolution Planning; Agencies and Agency Oversight Reform; Securitization Reform; Derivatives Regulation; Investor Protection Reform; Credit Rating Agency...more

12/29/2012 - Capital Requirements CFPB Corporate Governance Credit Ratings Derivatives Disclosure Requirements Dodd-Frank Financial Stability Acts Foreign Banks Mortgage Loan Originators Mortgages Securitization Servicing Policies Volcker Rule

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