Rosa Testani

Rosa Testani

Akin Gump Strauss Hauer & Feld LLP

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Latest Publications


SEC Approves Tick Size Pilot Program

In response to the initial proposal received last August from the national securities exchanges and the Financial Industry Regulatory Authority (FINRA), the U.S. Securities and Exchange Commission (SEC) announced on May 6,...more

5/18/2015 - FINRA SEC Small Cap Stocks Tick Size

High Court Announces New Standard for Opinion Statements

The U.S. Supreme Court found middle ground in Omnicare this week, holding that issuers’ statements of opinion issued in registration statements can be the basis for liability under Section 11 if either the speaker does not...more

3/30/2015 - Material Misstatements Omnicare Omnicare v Laborers District Council Registration Statement SCOTUS Section 11 Securities Act of 1933

SEC Shortens Tender Offer Period for Issuers of Nonconvertible Debt

On January 23, 2015, the Securities and Exchange Commission (SEC) Staff issued a no-action letter that would allow issuers to conduct tender offers for their nonconvertible debt securities in a period of only five business...more

2/3/2015 - Deadlines No-Action Letters Non-Convertible Debt Securities SEC Tender Offers

Proposal for Tick-Size Pilot Program Submitted to SEC

In response to an order from the Securities and Exchange Commission (SEC) in June, on August 26, 2014, the SEC announced that it had received a proposal from the national securities exchanges and the Financial Industry...more

9/12/2014 - Financial Regulatory Reform FINRA SEC Securities Exchange Act Stocks

Rely Only on This Prospectus . . . Unless We Left Something Out

In a little-noticed part of a December 2013 opinion in the multidistrict Facebook IPO litigation, U.S. District Judge Robert Sweet ruled that plaintiffs could use prospectus language once thought to be a shield against...more

4/25/2014 - Bank of America Disclaimers Facebook IPO Media Merrill Lynch Prospectus Proxy Statements Public Disclosure Rule 10b-5 Securities Exchange Act

SEC Permits General Solicitation but Proposes Significant Impediments to its Use

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted amendments to its safe harbor rule for private placements of securities, Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”)....more

7/26/2013 - Accredited Investors Advertising Bad Actors General Solicitation Marketing Regulation D Rule 144A Rule 506 Offerings Safe Harbors SEC Securities Act of 1933 Verification Requirements

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