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Bad Actor Disqualification And Just How Do You Know Whether A Violation is Scienter-Based?

In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that “bad actor” disqualification under Rule 506(d)(1)(v) is “triggered only by orders to cease and desist...more

12/17/2013 - Bad Actors Compliance Scienter SEC

Should There Be “Bad Actor” Risk Factor?

I’ve devoted several recent posts to the Securities and Exchange Commission’s new “bad actor” rule because it is awash with a sea of troubles for issuers, both private and publicly traded. The rule prevents issuers from...more

10/14/2013 - Bad Actors Disqualification Issuers Risk Assessment Rule 506 Offerings SEC

SEC’s Bad Actor Rules Roil Opinion Practice

The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. ...more

10/9/2013 - Accredited Investors Bad Actors General Solicitation JOBS Act Rule 506 Offerings SEC Securities Act of 1933

When Directors Are Or Become Bad Actors . . .

I’ve devoted several blog posts to the multifarious problems engendered by the SEC’s new “bad actor” disqualification provisions. I’ve done so because Rule 506(d) is so poorly drafted that, like the annals of Volusius, its...more

10/4/2013 - Bad Actors Board of Directors Disqualification Private Offerings Rule 506 Offerings SEC

Will Issuers Add Rule 506(d) Bad Acts To The Definition Of “Cause”?

The SEC’s new bad actor rule, Rule 506(d), may cause some issuers to consider expanding the definition of “cause” in their employment agreements with executive officers. Because executive employment agreements typically...more

10/3/2013 - Bad Actors Employment Contract Issuers Just Cause Rule 506(d) SEC Severance Pay

If One Bad Actor SpoilsThe Whole Barrel, What’s An Issuer To Do?

The Jackson Five had it wrong. Under the SEC’s recently adopted Rule 506(d), one bad actor can spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However,...more

10/2/2013 - Bad Actors Dodd-Frank Investors Issuers Regulation D Rule 506 Offerings SEC

Involuntary Stock Exchange Listings, Affiliated Issuers And Produce

Involuntary Listings - A few days ago, Broc Romanek wrote that a number of companies have received letters from the St. Petersburg (Russia) Stock Exchange stating that the exchange is in the process of unilaterally...more

9/26/2013 - Bad Actors Listing Standards Rule 506 Offerings

This Picture Is Worth 471 Words (More or Less)

Monday is the big day for the SEC’s “Bad Actor” and “General Solicitation” rule amendments. I’ve previously observed that many are likely to find the Bad Actor amendments to be bad rules when it comes to compliance. ...more

9/20/2013 - Bad Actors General Solicitation Rule 144A SEC Statutory Interpretation

Congress Wants To Ban Felons While California Doesn’t Want To Ask

This week, the Securities and Exchange Commission’s “bad actor” rule amendments take effect. These rule amendments implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which is entitled...more

9/16/2013 - Bad Actors Compliance Dodd-Frank Felons Regulation D SEC

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

8/16/2013 - Advertising Bad Actors Dodd-Frank General Solicitation Private Placements Regulation D Rule 144A Rule 506 Offerings SEC Section 926

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