The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a rule that extends the deadline from 30 days to 90 days for reporting companies created or registered in 2024 to file initial beneficial...more
The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements.
The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more
11/10/2023
/ Beneficial Owner ,
Compliance ,
Deadlines ,
Derivatives ,
Disclosure Requirements ,
EDGAR ,
New Rules ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps ,
Shareholders
When the Corporate Transparency Act (CTA) goes into effect in January 2024, millions of companies will face new beneficial ownership reporting obligations.
The Financial Crimes Enforcement Network has proposed allowing...more
All companies that have securities listed in the United States, including foreign and domestic companies, are required to adopt an executive compensation recoupment (a.k.a. “clawback”) policy by, in most cases, no later than...more
10/6/2023
/ Clawbacks ,
Compensation ,
Executive Orders ,
Foreign Corporations ,
Incentive Compensation ,
Indemnification ,
Nasdaq ,
National Exchange ,
NYSE ,
Proposed Amendments ,
Publicly-Traded Companies ,
Securities ,
Securities and Exchange Commission (SEC) ,
Stock Options
The SEC seeks to regulate trading through internal compliance processes.
The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more
1/5/2023
/ 10b5-1 Plans ,
Broker-Dealer ,
BVI Business Companies ,
Cease and Desist Orders ,
CEOs ,
Chief Technology Officer (CTO) ,
Compliance ,
Final Rules ,
Insider Trading ,
MNPI ,
Publicly-Traded Companies ,
Risk Mitigation ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Settlement
Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations.
Directors, officers and other persons (other than issuers) cannot maintain more...more
1/5/2023
/ 10b5-1 Plans ,
Affirmative Defenses ,
Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Insider Trading ,
MNPI ,
New Amendments ,
New Regulations ,
Private Equity Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations.
Proposed Rules would significantly...more
4/18/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
EGCs ,
Fiduciary Duty ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Mergers ,
Proposed Rules ,
PSLRA ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more
4/18/2022
/ Beneficial Owner ,
Compliance ,
Filing Deadlines ,
Proposed Amendments ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Transparency ,
Valuation ,
Voting Powers
As 2021 comes to a close, Chair Gensler caps an ambitious inaugural year by proposing sweeping changes to the availability of Rule 10b5-1 trading plans.
The proposed amendments—in which all five Commissioners joined—are...more
The SEC takes a highly anticipated first step toward updating Rule 701 and Form S-8 -
Amendments to Rule 701 would increase the cap on exempt offerings and ease disclosure burdens.
Revisions to Form S-8 would permit...more
1/22/2021
/ Fair Market Value ,
Financial Statements ,
GAAP ,
Gig Economy ,
Internal Revenue Code (IRC) ,
Offerings ,
Proposed Rules ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Valuation
On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more
11/16/2020
/ Crowdfunding ,
General Solicitation ,
Offerings ,
Regulation A ,
Regulation D ,
Rule 152 ,
Rule 506 Offerings ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shelf Registration
An expanded universe of individuals and entities will be able to participate as “accredited investors” in securities offerings as a result of recent SEC rulemaking.
The SEC has expanded its definition of “Accredited...more
9/10/2020
/ Accredited Investors ,
Certifications ,
Federal Register ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Funds ,
Private Offerings ,
Proposed Amendments ,
Rural Business Investment Companies (RBICs) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Economic uncertainty is driving some public companies to weigh the advantages of exiting the SEC disclosure regime by deregistering, or “going dark.”
Public companies affected by market conditions and overwhelmed by the...more
The SEC staff issues guidance to assist issuers with annual meeting changes to deal with the evolving COVID-19 situation, but SEC regulations are not the only concerns companies have to address.
Some companies may have to...more
On July 15, 2019, the Securities and Exchange Commission (SEC) and the North American Securities Administrators Association (NASAA) staff issued a statement summarizing federal and state securities law considerations...more
7/19/2019
/ Brokers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Management ,
NASAA ,
Qualified Opportunity Funds ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Tax Cuts and Jobs Act ,
Tax Deferral ,
Tax Incentives
SEC adopts final rules to allow reporting companies to use Regulation A to conduct unregistered securities offerings.
Reporting companies may use Regulation A to conduct securities offerings of up to $50 million in a...more
Airbnb and Uber add support to revision of Rule 701 to dramatically expand availability of Rule 701 for equity grants by “gig economy” companies.
Airbnb and Uber want the SEC to reform Rule 701 to permit equity issuances...more
10/26/2018
/ AirBnB ,
Disclosure Requirements ,
Equity Grants ,
Form S-8 ,
Gig Economy ,
Independent Contractors ,
Regulation D ,
Rule 701 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Uber
SEC increases Rule 701(e) disclosure threshold to $10 million, effective immediately, and explores revamp of Rule 701 and Form S-8.
The final rule increasing the Rule 701(e) disclosure threshold to $10 million leaves open...more
Increased Rule 701 threshold provides greater flexibility and reduces compliance costs for non-reporting companies.
Recently enacted legislation rolling back Dodd-Frank directs the SEC to increase the Rule 701 enhanced...more
6/22/2018
/ Deregulation ,
Disclosure Requirements ,
Dodd-Frank ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Financial Regulatory Reform ,
Foreign Private Issuers ,
GAAP ,
Reporting Requirements ,
Rule 701 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Trump Administration
Commission’s action shows the limited utility of the utility token-security token distinction.
Regulator finds that sellers of blockchain-based digital coins cannot dodge securities law by calling the coins “utility...more
1/3/2018
/ Blockchain ,
Cryptocurrency ,
Digital Currency ,
Howey ,
Initial Coin Offering (ICOs) ,
Investors ,
Regulation A ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Tier 2 Offerings ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
The ICO boom in 2017 brings with it questions of jurisdiction and compliance, and a need for further guidance -
The benefits of ICOs in raising capital, as well as in providing a marketing push for a new business model,...more
11/3/2017
/ Bitcoin ,
Blue Sky Laws ,
Canada ,
Canadian Securities Administration ,
China ,
Cryptocurrency ,
CTFC ,
Ether ,
Howey ,
Initial Coin Offering (ICOs) ,
Initial Public Offering (IPO) ,
Investment Contract ,
Investors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Smart Contracts ,
South Korea ,
Startups ,
Token Sales ,
Trading Platforms ,
Unfair or Deceptive Trade Practices
The so-called “Fixing America’s Surface Transportation Act” or “FAST Act” was signed into law on December 4, 2015. Buried in the legislation are changes to the JOBS Act and the Securities Act of 1933 that add a statutory...more
The SEC’s final crowdfunding rules, which are largely consistent with the proposed rules, provide broader access to capital for startups and small businesses, though concerns over cumbersome disclosure and regulatory...more
On March 25, 2014, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation A under the Securities Act of 1933, or what is now being referred to as Regulation A+. While much of the existing...more
Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the...more