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EB-5 Immigrant Investor Program Returns

EB-5 Regional Center Program reauthorized as part of Omnibus Spending Bill - After having lapsed over the summer of 2021, the EB-5 Regional Center Program (“RC Program”) was reauthorized as part of the Omnibus Spending...more

What Demo Day Sponsors and Presenting Companies Should Know About Rule 148

The SEC recently adopted Rule 148 to address whether companies that present at “demo days” held by angel investor groups, incubators or accelerators are participating in a “general solicitation” for investments under...more

Acting SEC Chair’s Directive Signals Changes Coming for Climate Risk Disclosures

The acting chair of the U.S. Securities and Exchange Commission (“SEC”) last week issued a statement (available here) directing the agency to focus on climate-related disclosures in public company filings. The statement is in...more

SEC Amends Rules to Harmonize, Simplify and Improve Exempt Offering Framework

On Nov. 2, 2020, the Securities and Exchange Commission (“SEC”) approved rule amendments “to harmonize, simplify, and improve the multilayer and overly complex exempt offering framework.” The SEC believes the amendments will...more

SEC Proposes Conditional Finders Exemption From Broker Registration

On Oct. 7, 2020, the Securities and Exchange Commission (SEC) proposed a conditional exemption from the broker registration requirements of Section 15(a) of Securities Exchange Act of 1934 to allow “finders” who are natural...more

SEC Amends Accredited Investor Definition

On Aug. 26, 2020, the Securities and Exchange Commission (SEC) announced amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIBs) to expand the universe of investors who are eligible...more

U.S. Financial Services Providers May Be Required to Complete a BE-180 Benchmarking Survey for Fiscal Year 2019

The U.S. Bureau of Economic Analysis (the “BEA”) is conducting a Form BE-180, Benchmark Survey of Financial Services Transactions Between U.S. Financial Service Providers and Foreign Personsin 2020 covering the 2019 fiscal...more

Have You Thought About ... Contractual Provisions Impacted by COVID-19?

The following is a sampling of contractual provisions impacted by the outbreak, continuation, and possible resurgence of COVID-19 (or other, future health emergencies). It is not intended to be exhaustive, but illustrates the...more

Have You Thought About … Does Fiduciary Duty Require a COVID-19 Resurgence Plan?

The COVID-19 pandemic and its effect on global business may have been unexpected at the beginning of the year, but its effects are well known at this time. Members of a corporation’s board of directors, and those who manage...more

More Coronavirus Updates from the SEC

SEC Issues New Order Further Extending Temporary Filing Deadline Extension for Public Companies; Also Issues Additional Guidance on COVID-19 Disclosure - On March 25, 2020, the U.S. Securities and Exchange Commission (SEC)...more

SEC Provides Guidance on Proxy Rules Related to Annual Meetings in Light of Coronavirus

Public companies are in the midst of the 2020 proxy season with many annual meetings coming up during spring and early summer. The coronavirus (COVID-19) outbreak recently reached pandemic status and health experts predict...more

SEC Addresses Impact of Coronavirus Threat on Disclosure Obligations

SEC Issues Guidance and Temporary Relief for COVID-19 Coronavirus Outbreak for Recurring Public Company Disclosures; Guidance Also Applicable to Disclosures Made in Public and Private Securities Offerings - The continuing...more

SEC Cautions That Cyber-Related Fraud Could Evidence Failed Internal Accounting Controls

On Oct. 16, 2018, the Securities and Exchange Commission (the “SEC”) released a cautionary report discussing whether certain public companies that had become victims of cyber-related fraud may have violated federal securities...more

Interests in Pooled Investment Entities, Such as Sports Betting Funds, Likely Constitute Securities

On Sept. 10, the Securities and Exchange Commission (“SEC”) announced the filing of settlement enforcement actions against two Nevada sports betting funds alleging that the funds had violated the registration requirements of...more

Three Notable Developments for Cryptocurrency Firms Portend Future Regulatory Enforcement Actions

The price of bitcoin is down nearly 80 percent since January 2018. Many other cryptocurrencies are down with it and investors are bearish about the future of digital assets. Atop such industry concerns, three recent...more

New SEC Guidance on Safeguards to Protect Information Delivered to Holders of Securities Issued under Compensation Plans

On Nov. 6, 2017, the Securities and Exchange Commission (the “SEC”) provided guidance on the use of safeguards to protect financial statements and other sensitive information delivered to holders of securities issued under...more

SEC Settles Charges for Violation of Whistleblower Program’s Prohibition of Impediments to Communications Regarding Possible...

On August 10, 2016, the Securities and Exchange Commission (SEC) announced a settlement with BlueLinx Holdings Inc. concerning alleged violations of the Dodd-Frank Whistleblower Program’s prohibition on impeding whistleblower...more

SEC Adopts New Rules Regulating Crowdfunding for Securities

On Oct. 30, 2015, the Securities and Exchange Commission (the “SEC”) adopted new rules to provide a registration exemption for issuers to offer and sell securities through crowdfunding. In order to implement the final...more

SEC Announces First Enforcement Action Involving Restrictive Language in Confidentiality Agreement under Dodd-Frank Whistleblower...

On April 1, 2015, the Securities and Exchange Commission (SEC) announced its first enforcement action involving restrictive language in an employee confidentiality agreement that it contends has “the potential to stifle the...more

Court Rejects “Merger Tax” Litigation Settlements That Benefit Primarily Plaintiffs’ Attorneys and Plaintiffs Who Do Not Represent...

It is no secret that when a public company announces a merger, lawsuits follow. There is nothing inherently wrong with this phenomenon. If the merger price is woefully unjustifiable or if shareholders are not given adequate...more

Reminder to NYSE and NASDAQ Companies to Comply with Dodd-Frank Act Compensation Committee Requirements and Certify Compliance

Public companies with securities listed on the NASDAQ Stock Market or the New York Stock Exchange should take note of the approaching deadline for complying with the final portions of the new compensation committee...more

The SEC Adopts Rules to Allow General Solicitation in Rule 506 and Rule 144A Offerings, Adopts Rules Prohibiting “bad actors” From...

On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted amendments to important rules used to offer securities in private placements: - The SEC adopted new Rule 506(c) of Regulation D to permit...more

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