David M. Lynn

David M. Lynn

Morrison & Foerster LLP

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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

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests

On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more

1/30/2015 - Mary Jo White No-Action Letters Proxy Materials Rule 14a-8 SEC Securities Exchange Act Shareholder Proposals Shareholders

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 New Regulations Regulation D Rule 506(c) SEC Verification Requirements

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