Ze’-ev Eiger

Ze’-ev Eiger

Morrison & Foerster LLP

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SEC Staff Recommendations to Amend Regulation S-K Pursuant to Section 72003 of the FAST Act

On November 23, 2016, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) released its “Report on Modernization and Simplification of Regulation S-K” (the “Report”). Although the Report is part of...more

11/30/2016 - Emerging Growth Companies Fixing America’s Surface Transportation Act (FAST Act) Regulation S-K SEC

Effectiveness Dates Set for Amended Rule 147, New Rule 147A, Amended Rule 504 and Repeal of Rule 505

On October 26, 2016, the SEC adopted final rules (1) amending Rule 147 and Rule 504 under the Securities Act of 1933, as amended (the “Securities Act”), (2) establishing a new Securities Act exemption designated Rule 147A,...more

11/22/2016 - Amended Rules Crowdfunding Funding Portal Regulation D Rule 147 Rule 147A Rule 504 Rule 505 SEC Securities Act of 1933

SEC Issues New C&DIs on Regulation A and Regulation D

On November 17, 2016, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued four new compliance and disclosure interpretations (“C&DIs”) addressing aspects of offerings under Regulation A and Regulation...more

11/21/2016 - C&DIs Corporate Financing Fixing America’s Surface Transportation Act (FAST Act) Regulation A Regulation D Rule 506(c) SEC Tier 2 Offerings

SEC Issues C&DIs on Offsetting Filing Fees under Rule 457(p)

On November 9, 2016, the SEC’s Division of Corporation Finance issued revised Question 240.11 and new Questions 240.15 and 240.16 of its Compliance and Disclosure Interpretations (the “C&DIs”), pertaining to Securities Act...more

11/14/2016 - C&DIs Corporate Financing Filing Fees SEC Securities Act

New MoFo FAQs on the Trust Indenture Act

The use of liability management transactions in the wake of the financial crisis, along with two important court cases (i.e., Marblegate and Caesars Entertainment Corp.), has brought a renewed focus on the obligations of...more

11/7/2016 - Bonds Liability Management Rating (LMR) Trust Indenture Act

Updated MoFo FAQs on the Separation of Research and Investment Banking

New FINRA Rule 2241 covering equity research reports and analysts and new FINRA Rule 2242 covering debt research reports took effect less than a year ago in December 2015 and July 2016, respectively; and market practice with...more

11/7/2016 - FINRA Investment Banks JOBS Act Research and Development SEC

Up-C Rule 144 Relief

On November 1, 2016, the SEC issued a no-action letter with respect to the required Rule 144 holding period after the exchange of partnership interests in an umbrella operating partnership (OP units) into shares of its parent...more

11/3/2016 - No-Action Letters Parent Corporation Partnership Interests Rule 144 Safe Harbors SEC Umbrella Policies Up-C Entity

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings - Updated

On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final...more

10/28/2016 - Crowdfunding Final Rules Funding Portal Offerings Proposed Rules Regulation D Rule 147 Safe Harbors SEC Transacting Intrastate Business

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings

On October 26, 2016 at an open meeting, the SEC adopted final rules regarding intrastate and regional offerings, which closely follow the SEC’s proposed rules issued on October 30, 2015. The final rules amend Securities Act...more

10/26/2016 - Crowdfunding Final Rules Funding Portal Offerings Proposed Rules Regulation D Rule 147 Safe Harbors SEC Transacting Intrastate Business

SEC Holds Public Meeting on Board Diversity

On October 5, 2016, the SEC Advisory Committee on Small and Emerging Companies held a public meeting to discuss, among other things, board diversity for public companies. As part of the meeting, the National Association of...more

10/17/2016 - Board of Directors Diversity Emerging Growth Companies National Association of Corporate Directors (NACD) Public Meetings SEC Small Business

SEC Proposes Amendment to Shorten Settlement Cycle

On September 28, 2016, the SEC proposed an amendment to Exchange Act Rule 15c6-1(a) in order to shorten the standard settlement cycle from three business days (“T+3”) to two business days (“T+2”) following the applicable...more

10/5/2016 - Broker-Dealer Financial Markets Proposed Amendments SEC Settlement

Commencement of Tick Size Pilot Program

On October 3, 2016, the two-year tick size pilot program, which was proposed by the national securities exchanges and FINRA in June 2014 and approved by the SEC in May 2015, officially commenced. The pilot program is a...more

10/4/2016 - Federal Pilot Programs FINRA SEC Small Cap Stocks Stock Exchange Tick Size

The Financial Choice Act: Implications for the U.S. Securities Legal Framework

On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more

9/16/2016 - Acquisitions Capital Formation Conflict Mineral Rules Corporate Governance Crowdfunding Disclosure Requirements Dodd-Frank Executive Compensation FHFA Fiduciary Duty Financial Sector Mergers NCUA Overpayment Pay Ratio Popular Private Placements Safe Harbors Small Business Smaller Reporting Companies Title IX Transparency

U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness Publishes Report on Reforming the Capital Markets

On September 12, 2016, the United States Chamber of Commerce’s Center for Capital Markets Competitiveness hosted a webinar to discuss the policy recommendations outlined in its report titled “A Plan to Reform America’s...more

9/14/2016 - Capital Markets Corporate Governance Emerging Growth Companies FASB Financial Reporting FinTech PCAOB SEC U.S. Commerce Department

Introduction of the Empowering Employees through Stock Ownership (EESO) Act

On July 12, 2016, the Empowering Employees through Stock Ownership (EESO) Act (S. 3152) was introduced to the U.S. Senate by Sens. Mark R. Warner (D-VA) and Dean Heller (R-NV). The Act is intended to make it easier for...more

9/12/2016 - Private Company Shares Qualified Restricted Stock Units (RSUs) Startups Stock Ownership Stocks Tax Deferral Tax Liability W-2

Direct-to-Consumer Equity Offerings: Are Loyal Customers Happy Shareholders?

“Direct-to-consumer” offerings enable companies to raise capital directly from their customers, with or without the use of underwriters or other financial intermediaries. Direct-to-consumer offerings have garnered attention...more

9/7/2016 - Capital Raising Common Stock Crowdfunding Dave & Buster's Direct to Consumer Sales Equity Funding Portal Popular Public Offerings Regulation A SEC Shareholders Square T-Mobile

SEC Requests Comments on Regulation S-K Relating to Disclosures on Management, Certain Security Holders and Corporate Governance...

On August 25, 2016, the SEC issued a release requesting comments on certain disclosure requirements under Regulation S-K relating to disclosures on management, certain security holders and corporate governance matters...more

8/29/2016 - Corporate Governance Disclosure Requirements Fixing America’s Surface Transportation Act (FAST Act) Public Comment Regulation S-K SEC

The Role of BDCs in the Middle Market

Business development companies (“BDCs”) provide an important and growing alternative source of capital to small and middle market companies that may not otherwise have access to bank financing....more

8/11/2016 - Business Development Companies Capital Formation DOL ERISA Fiduciary Duty Investment Company Act of 1940 Middle Market SEC

Acquired Fund Fee Expenses and Business Development Companies

The requirement of the Securities and Exchange Commission (the “SEC”) for registered open-end funds to disclose “acquired fund fees and expenses” (“AFFE”) of other funds they invest in, including business development...more

8/4/2016 - Acquisitions Business Development Companies DOL ERISA Fees Fiduciary Duty REIT SEC

SEC Revises C&DI on Selling Securityholder Disclosure

On July 26, 2016, the SEC revised Question 140.02 of its Compliance and Disclosure Interpretations (“C&DIs”) on Regulation S-K, pertaining to selling securityholder disclosure. Revised Question 140.02 states that a...more

7/30/2016 - C&DIs Controlling Stockholders Disclosure Requirements Regulation S-K SEC Sellers Shareholders' Agreements Stock Ownership Stock Sale Agreements Voting Rights

Late-Stage Private Placements: A Life Sciences Sector Survey

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. New categories of...more

7/26/2016 - Dilution Initial Public Offerings Investors JOBS Act Life Sciences Private Placements Right of FIrst Refusal Voting Rights

SEC Approves NASDAQ’s Proposed Rule on Golden Leash Arrangements

On July 1, 2016, the SEC approved NASDAQ’s proposed Rule 5250(b)(3), as amended by Amendment No. 2 filed on June 30, 2016 (the “Final Rule”), requiring NASDAQ-listed companies to publicly disclose third-party compensation...more

7/19/2016 - Board of Directors Disclosure Requirements Executive Compensation Final Rules Golden Leash Arrangements Nasdaq Proxy Statements Publicly-Traded Companies SEC Third-Party Relationships

FINRA Proposes Amendments to Communications Rule to Help Clarify Application to Debt Research Reports

On June 24, 2016, FINRA proposed amendments to its communications rule, Rule 2210, to help clarify the application of Rule 2210 to debt research reports, in light of the new debt research rule, Rule 2242. The implementation...more

6/29/2016 - FINRA Rule 2210

SEC Issues C&DIs for Securities Act Rule 701

On June 23, 2016, the SEC Division of Corporation Finance (the “Division”) issued new Compliance and Disclosure Interpretations (“C&DIs”) for Securities Act Rule 701. The new C&DIs address the exemption for offers and sales...more

6/29/2016 - Acquisitions C&DIs Derivatives Mergers SEC Securities Valuation

Practice Pointers on Shelf Offerings by Business Development Companies

Overview - Business development companies (“BDCs”) are U.S. publicly held investment funds that invest primarily in private and thinly traded public U.S. businesses. BDCs have generally faced capital raising challenges...more

6/28/2016 - Business Development Companies Investment Company Act of 1940 Investment Funds NAV Offerings Publicly-Traded Companies SEC Shelf Registration

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