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SEC Enforcement Actions for Failure to File Timely Reports (under Sections 16(a), 13(d) and 13(g) of the Exchange Act)

Last week, the Securities and Exchange Commission (SEC) announced settled charges against (i) 28 officers, directors and major beneficial owners of publicly traded companies that failed to file Schedules 13D and 13G and...more

9/18/2014 - Compliance Enforcement Enforcement Actions Proxy Statements Reporting Requirements SEC Securities Exchange Act

SEC Chair Describes Sweeping Initiatives To Reform Market Structure And Increase Transparency

In a speech delivered on June 5, 2014 at the Sandler O’Neill Global Exchange and Brokerage Conference in New York, U.S. Securities and Exchange Commission (SEC) Chair Mary Jo White unveiled a package of SEC initiatives aimed...more

6/10/2014 - Compliance Enforcement Financial Regulatory Reform Mary Jo White SEC Transparency

Latest C&DIs Regarding Rule 506

The Securities and Exchange Commission’s Division of Corporation Finance posted a few additional interpretations (at 260.33 and 260.34) late January relating to the continuation of offerings commenced prior to September 23,...more

2/10/2014 - Accredited Investors General Solicitation Investors Private Offerings SEC

New C&DIs Regarding ‘Bad Actor’ Beneficial Ownership (Rule 506)

The staff of the SEC's Division of Corporation Finance recently published additional "Compliance and Disclosure Interpretations", starting at 260.28, relating to the bad actor disqualification in Rule 506 under the Securities...more

1/9/2014 - Bad Actors Compliance Disclosure Requirements Rule 506 Offerings SEC Securities Act of 1933

SEC Proposes Rules for Regulation A+

Regulation A currently permits issuers to conduct a limited-scale public offering and subjects issuers that use it to a lighter compliance burden as compared with larger public offerings. However, because of the costs of...more

12/23/2013 - Investors Public Offerings Registration Regulation A Reporting Requirements SEC Securities Exchange Act

Volcker Rule Released

On December 10, 2013, five federal agencies released the final rules implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule). The Volcker Rule will be effective on April 1,...more

12/20/2013 - Banks Dodd-Frank Proprietary Trading Volcker Rule

New C&DIs Relating to Rule 144A and Rule 506(c)

As discussed (see Below) , the Securities and Exchange Commission (SEC) adopted changes to Regulation D and Rule 144A, addressing general solicitation, new filing requirements and “bad actor” disqualification events (among...more

11/25/2013 - Bad Actors JOBS Act Regulation D Rule 144A Rule 506 Offerings SEC

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