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Developments relating to Category 3 Offerings under Regulation S

One of the more vexing problems under Securities and Exchange Commission (SEC or the Commission) Regulation S involves its application to U.S. companies desiring to go public outside the United States. As is well known,...more

U.S. District Court Rules that SEC Must File Expedited Schedule for Issuing Rule on Resource Extraction Reporting

In an unusual case, a U.S. district court in Massachusetts ruled on September 2, 2015, that the Securities and Exchange Commission (SEC) must file with the Court an “expedited schedule” for promulgating the final “resource...more

Court of Appeals Confirms that Conflict Minerals Reporting Requirement is Unconstitutional

On August 18, 2015, the U.S. Court of Appeals for the D.C. Circuit reaffirmed its April 2014 decision in NAM v. SEC, where it held that certain portions of the SEC’s conflict minerals reporting requirements unconstitutionally...more

D.C. Circuit to Rehear Conflict Minerals Case

On November 18, 2014, the U.S. Court of Appeals for the D.C. Circuit granted the SEC’s motion to rehear the court’s decision in NAM v. SEC. As covered in previous blog posts, the court’s NAM decision held that portions of...more

The effect of the American Meat Institute Decision on the Conflict Minerals Rule

As we have discussed over the last few months, the fate of the conflict minerals rule has been uncertain. In April 2014, in the National Association of Manufacturers (“NAM”) case, the Court of Appeals for the D.C. Circuit...more

SEC Petitions for Rehearing of First Amendment Issues in Conflict Minerals Case

On May 29, 2014, the Securities and Exchange Commission petitioned the U.S. Court of Appeals for the District of Columbia Circuit for a rehearing of the First Amendment issues in the conflict minerals case. The SEC, however,...more

Conflict Minerals Update: Court Denies NAM's Motion to Enjoin Enforcement, SEC’s June 2 Deadline Remains In Effect

On May 14, 2014, the U.S. Court of Appeals for the District of Columbia Circuit issued a per curium order denying the motion filed by the National Association of Manufacturers (“NAM”) to stay the SEC’s Conflict Minerals Rule....more

Conflict Minerals Rule Update: U.S. Court of Appeals for the D.C. Circuit Issues Per Curiam Order in Conflict Minerals Case

On May 7, 2014 the United States Court of Appeals for the District of Columbia Circuit filed a per curiam order in response to the appellant’s emergency motion for stay of the SEC’s Conflict Minerals Rule...more

Conflict Minerals Rule Update: NAM Files Emergency Motion for Stay with D.C. Circuit Court of Appeals

Following through on its April 30 statement, the National Association of Manufacturers, joined by the U.S. Chamber of Commerce and the Business Roundtable, filed an emergency motion for stay of the SEC’s Conflict Minerals...more

Conflict Minerals Rule Update: SEC Issues Order Confirming Guidance and Denies NAM Motion for Stay

On May 2, 2014, the SEC issued an order partially staying its Conflict Minerals Rule. Essentially, the order reiterates the SEC’s April 29, 2014, guidance that the Commission will not require companies subject to the conflict...more

Conflict Minerals Rule Update: NAM Motion for Stay

As mentioned below, on April 29, 2014, the National Association of Manufacturers (NAM), Chamber of Commerce and Business Roundtable filed a motion for stay with the SEC. The motion requested that the SEC stay its final...more

Conflict Minerals Rule Update: SEC Guidance and NAM Motion for Stay

The SEC issued guidance on its interpretation of the U.S. Court of Appeals for the D.C. Circuit’s recent decision that certain portions of the SEC’s conflict minerals reporting requirements violate the First Amendment...more

U.S. Court of Appeals for the District of Columbia Circuit Holds That Portion of Conflict Minerals Rule Violates First Amendment

On April 14, 2014, the United States Court of Appeals for the District of Columbia issued its decision in the pending court challenge to the conflict minerals rule. The rule was promulgated in 2012 by the Securities and...more

Conflict Minerals Update: D.C. Circuit Hears Oral Arguments

In the Dodd-Frank Act of 2010, Congress required the Securities and Exchange Commission (SEC) to adopt a rule requiring transparency and disclosure regarding the use of “conflict minerals” sourced from the Democratic Republic...more

2/26/2014  /  Africa , Conflict Mineral Rules , SEC

Latest C&DIs Regarding Rule 506

The Securities and Exchange Commission’s Division of Corporation Finance posted a few additional interpretations (at 260.33 and 260.34) late January relating to the continuation of offerings commenced prior to September 23,...more

New C&DIs Regarding ‘Bad Actor’ Beneficial Ownership (Rule 506)

The staff of the SEC's Division of Corporation Finance recently published additional "Compliance and Disclosure Interpretations", starting at 260.28, relating to the bad actor disqualification in Rule 506 under the Securities...more

New C&DIs Relating to Rule 144A and Rule 506(c)

As discussed (see Below) , the Securities and Exchange Commission (SEC) adopted changes to Regulation D and Rule 144A, addressing general solicitation, new filing requirements and “bad actor” disqualification events (among...more

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