Ze’-ev Eiger

Ze’-ev Eiger

Morrison & Foerster LLP

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SEC Issues C&DIs and Small Entity Compliance Guides for Crowdfunding

On May 13, 2016, the SEC issued new Compliance and Disclosure Interpretations (“C&DIs”) on Rules 100 (Crowdfunding Exemption and Requirements), 201 (Disclosure Requirements), 204 (Advertising) and 205 (Promoter Compensation)...more

5/26/2016 - C&DIs Crowdfunding Funding Portal SEC Small Entity Compliance Guide

FINRA Proposes Amendments to its New Debt Research Rule

On May 24, 2016, FINRA proposed amendments to its new debt research rule (Rule 2422). The amendments are intended to clarify Rule 2422 in four respects: (1) the consent requirement for institutional debt research reports...more

5/26/2016 - Debt Debt Securities Disclosure Requirements Equity Research Rule FINRA Foreign Investment Market Research Non-US Entities Offerings

BIO Publishes Study on Capital Raising for Emerging Therapeutic Companies

On May 24, 2016, the Biotechnology Innovation Organization (BIO) published a study, “Emerging Therapeutic Company Investment and Deal Trends,” which collects ten years of data to identify trends affecting “emerging...more

5/26/2016 - Biotechnology Capital Raising Emerging Technology Companies Initial Public Offerings JOBS Act Life Sciences Research and Development Venture Capital

Practice Pointers on the Up-C Structure

In a structure commonly referred to as an “up-C,” an existing limited liability company or other partnership form (referred to here for convenience as “LLC”) undertakes a public offering through a newly formed corporation,...more

5/25/2016 - Common Stock Corporate Taxes Holding Companies Initial Public Offerings Limited Liability Companies Partnerships Private Equity Public Offerings REIT Up-C Entity Young Lawyers

Growing Trend of Companies Staying Private Longer

On May 17, 2016, Fortune Magazine published an article by Geoff Colvin, “Take This Market and Shove It,” examining the growing trend of companies staying private rather than opting for an IPO. The article notes that while...more

5/20/2016 - CEOs Disclosure Requirements Going-Private Transactions Privately Held Corporations Publicly-Traded Companies

NASAA Releases Proposed Model Rule for Crowdfunded Offerings

On May 16, 2016, the North American Securities Administrators Association (NASAA) released for public comment its proposed model rule and uniform notice filing form for crowdfunded offerings. ...more

5/19/2016 - Crowdfunding EDGAR Funding Portal NASAA SEC

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures

On May 17, 2016, the staff of the SEC Division of Corporation Finance (the “Staff”) issued 12 new Compliance & Disclosure Interpretations (“C&DIs”) on the use of non-GAAP financial measures, which has recently been an area of...more

5/19/2016 - C&DIs EBITDA Non-GAAP Financial Measures Regulation S-K SEC

SEC Approves PCAOB’s Proposed Rules on Audit Engagement Partners; PCAOB Re-Proposes Auditing Standard to Increase Transparency in...

On May 9, 2016, the Securities and Exchange Commission (the “SEC”) issued an order approving the proposal of the Public Company Accounting Oversight Board (the “PCAOB”) to adopt new rules (Rules 3210 and 3211), a new form,...more

5/18/2016 - Audits Financial Statements JOBS Act PCAOB SEC

SEC’s Continued Concern with the Use of Non-GAAP Financial Measures

On May 5, 2016, SEC Deputy Chief Accountant Wesley Bricker and the SEC Division of Corporation Finance’s Chief Accountant Mark Kronforst spoke at the 2016 Baruch College Financial Reporting Conference. Deputy Chief Accountant...more

5/16/2016 - Financial Reporting GAAP Non-GAAP Financial Measures SEC

The CATO Institute Assesses the Effectiveness of the JOBS Act

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

5/5/2016 - Accredited Investors Crowdfunding Initial Public Offerings JOBS Act Private Placements Regulation A Regulation D SEC Securities Exchange Act

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

4/29/2016 - Advertising Angel Investors Broker-Dealer Funding General Solicitation HALOS Act Regulation D SEC Startups

New Executive Compensation Rule At-A-Glance

On April 21, 2016, the National Credit Union Administration approved a proposed rule on incentive compensation under Section 956 of the Dodd-Frank Act. The other appropriate Federal regulators, as defined in Section 956, are...more

4/26/2016 - Covered Entities Dodd-Frank ERISA Executive Compensation NCUA

FINRA Proposes to Delay Further the Implementation Date of its New Debt Research Rule

On April 20, 2016, FINRA proposed delaying further the implementation date of its new debt research rule (Rule 2422) until July 16, 2016. Rule 2422 was set to take effect on April 22, 2016, after the implementation date was...more

4/21/2016 - Delays FINRA

IRRCi Publishes Follow-Up Study on Controlled Companies

Recently, the Investor Responsibility Research Center Institute (IRRCi) published a follow-up to its initial 2012 study on “controlled” companies, entitled “Controlled Companies in the Standard & Poor’s 1500: A Follow-up...more

4/11/2016 - Board of Directors Emerging Growth Companies Research and Development S&P Shareholder Rights

Private Secondary Markets and Rule 15c2-11

SEC Concerns with the “Piggyback” Exception of Rule 15c2-11 - Rule 15c2-11 (“Rule 15c2-11”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), sets forth procedures for the submission and...more

4/6/2016 - Broker-Dealer FINRA OTC Regulation A SEC Small Business

Recent SEC Warnings Regarding the Use of Non-GAAP Financial Measures

In recent speeches, SEC Chair Mary Jo White and Chief Accountant James Schnurr have addressed the SEC’s growing concern regarding the use of non-GAAP measures in financial reporting. The SEC initially adopted Regulation G in...more

3/29/2016 - GAAP Mary Jo White Non-GAAP Financial Measures SEC

NASDAQ Resubmits Proposed Rule on Golden Leash Arrangements

On March 15, 2016, the NASDAQ Stock Market LLC resubmitted its proposed rule requiring NASDAQ-listed companies to publicly disclose third-party compensation arrangements for board members and board nominees, commonly referred...more

3/22/2016 - Board of Directors Executive Compensation Golden Leash Arrangements Nasdaq Proxy Statements Public Disclosure SEC Shareholders Third-Party Relationships

NYSE Rule Requiring Foreign Private Issuers to Submit Semi-Annual Unaudited Financial Information on Form 6-K is Now Effective

The NYSE’s proposed rule requiring foreign private issuers (“FPIs”) to submit semi-annual unaudited financial information on Form 6-K was filed with the SEC and took effect on February 19, 2016....more

2/29/2016 - Filing Requirements Financial Statements Foreign Private Issuers NYSE SEC

FINRA Proposes to Delay the Implementation Date of its New Debt Research Rule

On February 16, 2016, FINRA proposed delaying the implementation date of its new debt research rule (Rule 2422) until April 22, 2016. Currently, Rule 2422 is set to take effect on February 22, 2016. We will monitor...more

2/17/2016 - Debt Equity Research Rule FINRA Market Research Offerings

BNY Mellon Issues 2015 Report on Global Trends in Investor Relations

On February 9, 2016, BNY Mellon released its 2015 Global Trends in Investor Relations: A Survey Analysis of IR Practices Worldwide. The report summarizes survey responses of 550 companies from 54 different countries to...more

2/12/2016 - Bank of New York (BNY) Mellon Board of Directors Brokers Disclosure Investors Popular Social Media Policy

House Passes SEC Small Business Advocate Act and Fair Investment Opportunities for Professional Experts Act

On February 1, 2016, the House passed H.R. 3784, the SEC Small Business Advocate Act, and H.R. 2187, the Fair Investment Opportunities for Professional Experts Act....more

2/3/2016 - Accredited Investors Capital Formation FINRA Proposed Legislation SEC Small Business SRO

NASAA Requests Comments on Proposed Rule and Notice Form for Tier 2 Regulation A Offerings

On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the...more

2/2/2016 - Comment Period Corporate Issuers NASAA Proposed Regulation Regulation A Tier 2 Offerings

FINRA’s Final Equity Research Rules Go Effective; Final Debt Research Rules’ Effective Date Quickly Approaching

In November 2014, FINRA proposed to adopt NASD Rule 2711 as new FINRA Rule 2241, with several modifications, to address conflicts of interest relating to equity research analysts and research reports (“Rule 2241”). FINRA...more

1/26/2016 - Conflicts of Interest Disclosure Requirements Equity Research Rule FINRA Initial Public Offerings NASD SEC

GAO Publishes Report on Gender Diversity of Corporate Boards

On December 3, 2015, the United States Government Accountability Office (GAO) published its report analyzing the history of gender diversity of U.S. corporate boards and provided recommendations for improving female board...more

1/26/2016 - Board of Directors Disclosure Requirements Diversity and Inclusion Standards (D&I) GAO Gender Equity SEC

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