Paul Bork

Paul Bork

Foley Hoag LLP

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SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

7/22/2014 - Disclosure Requirements Proxy Advisors Proxy Solicitations SEC Securities Exchange Act Shareholders

SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more

7/18/2014 - Accredited Investors General Solicitation JOBS Act Rule 506 Offerings Rule 506(c) Safe Harbors SEC

Federal Appeals Court Largely Upholds Conflict Minerals Rules

On April 14, 2014, the United States Court of Appeals for the D.C. Circuit issued its much anticipated decision regarding the challenge to the Securities and Exchange Commission’s Conflict Minerals Rules. The Court largely...more

4/23/2014 - Conflict Mineral Rules First Amendment SEC Securities Litigation

SEC No-Action Letter Allows Certain Kinds of “M&A Brokers” to Avoid Broker-Dealer Registration Under the Exchange Act

On January 31, 2014, the SEC’s Division of Trading and Markets issued a significant no-action letter permitting the involvement of “M&A Brokers” in business acquisition transactions involving privately-held companies. The...more

2/24/2014 - Broker-Dealer No-Action Letters SEC Securities Exchange Act

SEC Releases Proposed Rule Amendments to Regulation A

On December 18, 2013, the Securities and Exchange Commission released its proposed rule amendments to Regulation A, which were required by Section 401 of the JOBS Act. Among the changes, the proposed rules create two tiers of...more

2/10/2014 - Bad Actors Crowdfunding JOBS Act Regulation A SEC Startups

Equity Crowdfunding Under Federal Law: Intermediaries

On October 23, 2013, the Securities and Exchange Commission released proposed rules for implementing the crowdfunding exemption from the Securities Act registration requirements that is set forth in the Jumpstart Our Business...more

11/20/2013 - Anti-Kickback Statute Crowdfunding Indiegogo JOBS Act SEC

Equity Crowdfunding Under Federal Law: Issuers

On October 23, 2013, the Securities and Exchange Commission released proposed rules for implementing the crowdfunding exemption from the Securities Act registration requirements that is set forth in the Jumpstart Our Business...more

11/20/2013 - Crowdfunding Indiegogo JOBS Act Kickstarter SEC

SEC Proposes Rules for Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission proposed amendments to Item 402 of Regulation S-K (Item 402) under the Securities Exchange Act of 1934 (Exchange Act) that will require issuers to disclose the...more

10/1/2013 - CEOs Disclosure Requirements Pay Ratio Regulation S-K SEC Securities Exchange Act Wages

SEC Proposes Amendments to Regulation D, Form D and Rule 156

On July 10, 2013, the Securities and Exchange Commission adopted final rules amending Rule 506 of Regulation D to permit general solicitation and to disqualify felons and other “bad actors” from participating in certain...more

8/5/2013 - Accredited Investors Disqualification Form D Filing General Solicitation Regulation D Rule 156 SEC

Federal District Court Upholds the SEC's Conflict Minerals Rules

As we previously reported, in August 2012, the Securities and Exchange Commission adopted controversial rules requiring public companies to attempt to determine if they use any of four “conflict minerals” - tantalite,...more

7/30/2013 - Chamber of Commerce Conflict Mineral Rules First Amendment National Association of Manufacturers SEC

SEC Adopts "Bad Actor" Disqualification for Rule 506 Private Placement Offerings

On July 10, 2013, the Securities and Exchange Commission voted unanimously to adopt a “bad actor” disqualification for Rule 506 private placement offerings under Regulation D. Rule 506(d) will prevent issuers from relying on...more

7/23/2013 - Disqualification Due Diligence Exemptions Issuers Private Placements Rule 506 Offerings SEC Waivers

SEC Removes Ban on General Solicitation in Rule 506 and Rule 144A, But Problems Remain

New Rule 506(c) Permits General Solicitation Under Regulation D - The Securities Exchange Commission has adopted final rules to remove the prohibition on general advertising and solicitation in securities offerings...more

7/23/2013 - Advertising Dodd-Frank General Solicitation Marketing Regulation D Rule 144A Rule 506 Offerings SEC Securities Act of 1933

Federal Court Strikes Down SEC Resource Extraction Rule

On July 2, 2013, the United States District Court in Washington, D.C. invalidated Rule 13q-1 under the Securities Exchange Act of 1934 implementing the Dodd-Frank Act “resource extraction” provision requiring disclosure of...more

7/18/2013 - Dodd-Frank EDGAR Mining Oil & Gas Resource Extraction SEC Securities Exchange Act

Reading Tea Leaves After the Supreme Court’s Amgen Securities Litigation Decision

On February 27, 2013, the Supreme Court issued its ruling in Amgen Inc. v. Connecticut Retirement Plans and Trust Fund. In the decision, the Court held that plaintiffs in 10b-5 securities litigation need not prove...more

3/6/2013 - Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Fraud Fraud-on-the-Market SCOTUS SEC

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