Ze’-ev Eiger

Ze’-ev Eiger

Morrison & Foerster LLP

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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

Prepaid College Tuition Programs Deemed Eligible for QIB and Accredited Investor Status

On January 12, 2016, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) granted no-action relief to the College Savings Plan Network (“CSPN”), an affiliate of the National Association of...more

1/22/2016 - 529 Plans Accredited Investors Qualified Institutional Buyers SEC Tuition

SEC Approves Proposed Change to Exempt “Early Stage Companies” from the NYSE’s Shareholder Approval Requirement for Issuances to...

The NYSE Listed Company Manual contains a number of rules requiring a listed company to obtain shareholder approval for certain issuances of securities, which rules are often referred to as the “20% rule” or “shareholder...more

1/12/2016 - Affiliates Common Stock Early Stage Companies Exempt Transactions NYSE Publicly-Traded Companies SEC Shareholder Approval Stock Issuance Subsidiaries

New Study Released on the 8-K Trading Gap

On September 7, 2015, a new study on the “8-K trading gap” conducted by researchers at Harvard and Columbia law schools was released. The “8-K trading gap” refers to the four business day period before SEC reporting...more

9/21/2015 - Board of Directors C-Suite Executives Form 8-K Insider Trading Investors Non-Public Information Public Disclosure Publicly-Traded Companies SEC Stocks

SEC Remarks at the Practising Law Institute’s Program Titled “SEC Speaks in 2015”

On February 20, 2015, several representatives from the SEC spoke at the Practising Law Institute’s program titled “SEC Speaks in 2015,” including Chair Mary Jo White and Commissioner Louis A. Aguilar. Ms. White provided...more

2/25/2015 - Asset-Backed Securities Credit Rating Agencies Derivatives Dodd-Frank Enforcement Equity Compensation Hedging JOBS Act Money Market Funds Over-the-Counter Sales Regulation SCI SEC Startups

P2P Lending Basics

Peer-to-peer, or person-to-person, lending (“P2P lending”) is a type of crowdfunding that involves the facilitation of loan originations outside of the traditional consumer banking system by connecting borrowers directly with...more

2/5/2015 - Crowdfunding Lending Peer-to-Peer Securities

Matchmaking Basics: How it Works, Current Regulations and Key Considerations

Background - “Matchmaking sites,” also referred to as “matchmaking platforms,” have come to play a more significant role in capital formation in recent years. A matchmaking site generally relies on the Internet in...more

1/30/2015 - Broker-Dealer Capital Formation Investors JOBS Act Registration SEC

The Rise of Foreign Issuer IPOs

Foreign issuer IPOs have been increasing recently as foreign issuer activity continues to improve since a marked decline in 2011 and 2012. This decline resulted in part from market volatility in the aftermath of the financial...more

9/2/2014 - Dodd-Frank Foreign Investment Foreign Jurisdictions IPO Sarbanes-Oxley

The Return of Biotech IPOs

Biotech IPO market activity has recently returned to levels not seen since before the financial crisis. This has been brought about in part by the accommodations afforded issuers under the Jumpstart Our Business Startup Act...more

8/28/2014 - Biotechnology Funding IPO JOBS Act Sarbanes-Oxley SEC Startups

JOBS Act Quick Start - A brief overview of the JOBS Act - 2014 Update

In This Issue: - Introduction - The IPO on-ramp - The IPO Process - Applying Title I to other transactions - Private offerings - Crowdfunding - Regulation A+ - Exchange...more

7/10/2014 - Crowdfunding Dodd-Frank IPO JOBS Act Regulation A Rule 506 Offerings SEC Securities Exchange Act Title III

SEC Announces Order for Tick Size Pilot Plan

On June 25, 2014, the Securities and Exchange Commission (the “SEC”) announced that it had ordered the national securities exchanges and the Financial Industry Regulatory Authority, Inc. (“FINRA”) to act jointly to develop...more

6/30/2014 - FINRA Market Participants SEC Securities

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