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“Kid, Did You Ever Go To Court?”

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

12/9/2013 - Compliance Disclosure Rule 506 Offerings Scienter SEC

New Rule 506 C&DI’s Require Some Explaining

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

12/5/2013 - Compliance Disclosure Requirements General Solicitation Regulation D Rule 506 Offerings SEC Securities Exchange Act

Does SEC Independence Mean A Lack Of Accountability?

Earlier this week, Broc Romanek highlighted a recent panegyric on SEC independence given by SEC Chairwoman Mary Jo White. Independent agencies are the platypodes of the federal government. Many are inclined to view...more

10/23/2013 - Compliance Dodd-Frank Enforcement JOBS Act Mary Jo White Resource Extraction Rule 506 Offerings SEC

Questions About Third-Party Confirmations Of Accredited Investor Status

Countless memoranda and alerts have been issued about the SEC’s adoption of rule amendments eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings. Congress...more

10/16/2013 - Accredited Investors General Solicitation JOBS Act Rule 144A Rule 506 Offerings 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

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

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

Advertising Securities With Celebrity Endorsers

The last two posts have reviewed some of California’s rules governing the advertising of securities in California. As we look ahead to general solicitations in Rule 506 offerings, some issuers will undoubtedly be tempted to...more

7/29/2013 - Advertising Celebrity Endorsements Disclosure Requirements Rule 506 Offerings

The Most Important Thing You Need To Know Now About The Lifting Of The General Solicitation Ban

I’m tempted to begin this post with the following: Last week, the Securities and Exchange Commission lifted the ban on general solicitation in Rule 506 and Rule 144A offerings....more

7/15/2013 - Administrative Procedure Act Advertising General Solicitation JOBS Act Regulation D Rule 144A Rule 506 Offerings SEC

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