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SEC Adopts Regulation A+: New Registration Option For Small and Mid-Sized Companies

The Securities and Exchange Commission adopted yesterday a new set of regulations entitled Regulation “A+,” designed to provide a more streamlined approach for small and mid-sized companies to offer securities to the public....more

Regulation A+: Final Rules Offer Important Capital Raising Alternatives

Overview - Yesterday, March 25, 2015, the Securities and Exchange Commission voted unanimously to adopt final rules to implement the rulemaking mandate of Title IV of the JOBS Act by adopting amendments to Regulation A....more

Promoting Capital Formation

Regulators and lawmakers in the US continue to review and consider measures that may promote capital formation for smaller and emerging companies. Although the number of initial public offerings (IPOs) in the US in 2014...more

Financial Services Weekly News Roundup - March 2015 #4

Focus on Fiduciary Standards. In February the President’s Council of Economic Advisers (CEA) issued a Report on the Effects of Conflicted Investment Advice on Retirement Savings. In its conclusion, the Report estimated the...more

The Supreme Court's Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The...

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

SEC Approves FINRA Rule Regarding Investigation and Verification of Registration Applicants

After seeking comments last fall, the Securities and Exchange Commission (“SEC”) recently approved the Financial Industry Regulatory Authority’s (“FINRA”) proposed rule governing member firms’ verification and investigation...more

Supreme Court Decides Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund

On March 24, 2015, the U.S. Supreme Court held that a pure statement of opinion in a securities registration statement is not an “untrue statement of a material fact” under Section 11 of the Securities Act of 1933 just...more

Blog: SCOTUS Decides Omnicare: 6th Circuit Applied Incorrect Standards In The Context Of Liability Under §11 For Statements Of...

Today, SCOTUS issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. In the case, SCOTUS answers these questions: First, when can a statement of opinion be considered a “false...more

SEC Approves ISE Rules on Information Barriers Between Customer and Proprietary Business

On March 17, the Securities and Exchange Commission approved amendments to the information barrier rule of the International Securities Exchange, LLC (ISE). As reported in the October 17, 2014, edition of the Corporate &...more

Series Seed is the new Series A; VC-backed company valuations continue to rise

PitchBook recently released its 1H 2015 VC Valuations and Trends Report that breaks down over 20,000 valuations of private company financings and exits over the past 10 years. The report shows continued increase in median...more

SEC to Vote on Regulation A+ this Wednesday Will State Law Preemption Survive?

On Friday, March 20, 2015, the SEC announced it will vote on its proposed changes to Regulation A at an open meeting on Wednesday, March 25, 2015. These changes are generally referred to as Regulation A+ and are meant to...more

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more

The FCPA Implications of China’s Plan to Consolidate State-Owned Enterprises

China’s recently announced plan to restructure and consolidate its state-owned enterprises (SOEs) focuses on bolstering the private sector of its economy and creating economies of scale to allow Chinese companies to better...more

The Financial Report - Volume 4, No. 6 • March 2015 (Global)

OSC Investor Advisory Panel annual report. The Ontario Securities Commission (OSC) Investor Advisory Panel submitted its 2013-14 annual report. The report summarizes the Panel’s current activities and priorities as well...more

Federal Reserve Board Proposes to Include Legal Entity Identifiers in Certain Banking Organization Reporting

One difficulty encountered by national banking authorities during the course of the 2008 global financial crisis was identifying the ultimate parent for the trades made by various subsidiaries of dealers. To assist in...more

FINRA Issues Report on Cybersecurity Practices

Following up on our post from last week on the SEC’s cybersecurity exam sweep, you should also know about FINRA’s recent report on this area. Last month, FINRA published a Report on Cybersecurity Practices that really could...more

Factors the SEC Considers When Deciding Whether to Grant a Waiver to a Statutory Disqualification

On March 12, 2015, SEC Chair Mary Jo White gave a speech at the Corporate Counsel Institute at Georgetown University that shed light on disqualifications, exemptions, and waivers under the federal securities laws. Most...more

Russian Legislation Update - 2 – 15 March 2015

In This Issue: - Civil Code Reform: contracts and obligations - New Development Bank BRICS - Employment/Foreign Citizens - Securities: bondholders; information disclosure - Excerpt from New Development Bank...more

Not All Investors Are Created Equal In The Eyes of the SEC: Why You Should Consider Only Accredited Investors in Your Startup

It is exciting to have people willing to invest money into your company. But before you sell any equity to friends, family or others, consider whether they are "accredited investors." ...more

Priorities For the SEC’s Enforcement Division

Last week SEC Enforcement Division Director Andrew Ceresney,testified before Congress regarding the efforts of the Division and its requested for additional funding, highlighting its priorities....more

Crowdfunding? Really?

Count me a Luddite when it comes to social media in general, and more specifically, the supposed potential for crowdfunding and raising capital for start-ups and small businesses. My skepticism about crowdfunding admittedly...more

SEC Considers Active ETF Listing Standards, Approves Paired Class ETP

Although the proposed listing standards could significantly reduce regulatory barriers, commissioner dissent in exchange-traded product order underscores regulatory concerns about novel products....more

Pre-Emption Group Makes Important Changes To Pre-Emption Principles

On 12 March 2015 the Pre-emption Group published a revised version of its Statement of Principles for Disapplying Pre-emption Rights (“Pre-emption Principles”). This update is the first new version of the Pre-emption...more

California Bar Committee Publishes Venture Capital Sample Opinion

The Opinions Committee of the Business Law Section of the California State Bar recently published a sample opinion for venture capital financing transactions. In a sad testament to the lowly status of the California General...more

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