David M. Lynn

David M. Lynn

Morrison & Foerster LLP

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Quick Guide to REIT IPOs - 2016

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

11/18/2016 - CFTC Corporate Governance D&O Insurance Dodd-Frank Emerging Growth Companies Initial Public Offerings Mortgage REITS Registration Statement REIT Sarbanes-Oxley SEC

SEC Proposes Universal Proxy Cards for Contested Director Elections

On October 26, 2016, the Securities and Exchange Commission (the “Commission”), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders to use universal proxy cards naming...more

11/17/2016 - Corporate Governance Proposed Rules Proxy Access Rule Proxy Voting Guidelines SEC Universal Proxy Cards

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings - Updated

On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final...more

10/28/2016 - Crowdfunding Final Rules Funding Portal Offerings Proposed Rules Regulation D Rule 147 Safe Harbors SEC Transacting Intrastate Business

SEC Proposes to Expand Smaller Reporting Company Eligibility

On June 27, 2016, the Securities and Exchange Commission (the “Commission”) proposed amendments to the definition of “smaller reporting company” (SRC) that would expand the number of companies that have this status. These...more

6/29/2016 - Capital Formation Disclosure Requirements Emerging Growth Companies Issuer Eligibility Criteria Proposed Amendments SEC Smaller Reporting Companies Threshold Requirements

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more

6/20/2016 - Accredited Investors Advertising Capital Raising Final Rules General Solicitation JOBS Act Registration Requirement Regulation D Rule 502 Rule 506 Offerings SEC Securities Act of 1933

SEC Completes JOBS Act Rulemaking with Amendments to Exchange Act Registration Rules

The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more

6/2/2016 - Accredited Investors Corporate Issuers Fixing America’s Surface Transportation Act (FAST Act) Foreign Private Issuers JOBS Act Registration Reporting Requirements Safe Harbors SEC Securities Exchange Act Threshold Requirements Title V Title VI

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

SEC Adopts Interim Final Rules to Implement FAST Act Provisions

On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final...more

1/18/2016 - Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Form S-1 Interim Rule JOBS Act Regulation S-K Reporting Requirements SEC Securities Exchange Act Small Business

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

1/15/2016 - Annual Reports Audit Committee Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Glass Lewis Golden Parachutes ISS JOBS Act Popular Proxy Access Proxy Season Proxy Statements Proxy Voting Guidelines Say-on-Pay SEC Shareholder Activism Shareholder Proposals

SEC Re-Proposes Rules for Resource Extraction Issuers Under Dodd-Frank Act

On December 11, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules required under Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 1504 of the Act added...more

12/28/2015 - Comment Period Disclosure Requirements Dodd-Frank EU Proposed Regulation Resource Extraction SEC

New Staff Legal Bulletin and Proxy Voting Guidelines Released Ahead of the 2016 Proxy Season

Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for...more

12/8/2015 - New Guidance Overboarding Proxy Season Proxy Voting Guidelines SEC Shareholder Proposals

Quick Guide to REIT IPOs - 2015

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

12/7/2015 - CFTC Corporate Governance D&O Insurance Dodd-Frank Emerging Growth Companies Initial Public Offerings Mortgage REITS Registration Statement REIT Sarbanes-Oxley SEC

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more

11/6/2015 - Amended Regulation Blue Sky Laws Capital Formation Crowdfunding General Solicitation Investor Protection JOBS Act Offerings Proposed Regulation Regulation D Rule 147 Rule 504 Safe Harbors SEC Securities Act of 1933 Startups Transacting Intrastate Business Websites

SEC Adopts CEO Pay Ratio Disclosure Rules

The SEC recently adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 953(b) directs the SEC to expand current disclosure requirements to require...more

8/21/2015 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Financial Statements Median Employee Pay Ratio Publicly-Traded Companies SEC

SEC Proposes Rules to Direct Exchanges to Require Compensation Recovery Policies

Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC approved proposed rules required under Section 954 of the Act. Section 954 of the Act added...more

8/10/2015 - Clawbacks Corporate Officers Delisting Dodd-Frank Financial Restatements Foreign Private Issuers Incentive Compensation Incentive Stock Options Proposed Regulation Regulation S-K SEC Section 10D Securities Exchange Act

SEC Denies Motion to Stay Regulation A+

On June 5, 2015, Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, filed a motion with the SEC for a stay of the Regulation A+ rules, which are scheduled to become effective this...more

6/18/2015 - JOBS Act NSMIA Qualified Purchaser SEC

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

6/17/2015 - Broker-Dealer Capital Raising Crowdfunding FINRA Investment Adviser Investment Companies Material Misstatements Non-GAAP Financial Measures Non-Public Information OCIE Private Offerings Proxy Solicitations Public Offerings Regulation FD SEC Securities Regulation Social Media Testimonial Statements Websites

Massachusetts Challenges Regulation A+

On May 22, 2015, William F. Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit seeking court review of the portion of...more

5/28/2015 - Administrative Procedure Act Motion to Vacate Permanent Injunctions Preemption Qualified Purchaser Regulation A SEC Securities Act of 1933

SEC Approves Tick-Size Pilot

The SEC recently approved a proposal by the national securities exchanges and FINRA for a two-year pilot program to widen tick sizes for prices of certain smaller company common stock. The SEC adopted the tick size pilot...more

5/27/2015 - FINRA JOBS Act SEC Small Cap Stocks Tick Size

Pay-Versus-Performance: SEC Proposes Rules to Expand Executive Compensation Disclosure in Proxy Materials

Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of...more

5/6/2015 - Compensation Committee Dodd-Frank Executive Compensation Financial Institutions Proxy Advisors Proxy Materials Proxy Statements Say-on-Pay SEC

Regulation A+: Final Rules Offer Important Capital Raising Alternatives

Overview - Yesterday, March 25, 2015, the Securities and Exchange Commission voted unanimously to adopt final rules to implement the rulemaking mandate of Title IV of the JOBS Act by adopting amendments to Regulation...more

3/27/2015 - Final Rules JOBS Act Regulation A SEC Small Business

A-Okay, Regulation A+

This is a very brief, initial summary. We will be reporting on the final rule in an upcoming alert. The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital. The...more

3/26/2015 - Private Funds Private Offerings Private Placements Regulation A SEC Small Business Startups

SEC Proposes Rule Requiring Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more

2/16/2015 - Annual Meeting Board of Directors Dodd-Frank Hedging Proxy Statements SEC Section 14(j) Securities Exchange Act

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