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New Rule 506 C&DI’s Require Some Explaining

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

Three’s a crowd: the SEC and the FCA look to regulate crowdfunding

On 24 October, the United States Securities and Exchange Commission (SEC) unanimously supported the idea that rules be proposed under the Jumpstart Our Business Startups Act (JOBS Act) so that start-ups could offer and sell...more

Investment Management Legal + Regulatory Update -- October 2013

- Regulatory Updates: CFTC Adopts “Substituted Compliance” Approach for Registered Investment Companies that are Commodity Pools; SEC’s Final Rules on General Solicitation and Bad Actor Disqualification for Investment...more

NASAA’s Perceived Threats

In its annual list of risks posed to investors and small businesses, NASAA once again identifies private offerings. NASAA notes that “[f]raudulent private placement offerings continue to rank as the most common product or...more

Demo Days, Pitch Events and the New Reg D

I. Introduction / Background - With the passage of the JOBS Act, the regulation governing most private securities offerings is undergoing a dramatic makeover. Congress tasked the Securities and Exchange Commission...more

Reminders for Issuers That Intend to Use General Solicitation

Privately held operating company issuers (as distinguished from private funds) should plan ahead if they intend to use general solicitation for Rule 506(c) offerings after September 23, 2013. Here are just a few...more

Read All About It-Newspaper Reporting And FCPA Allegations

One of the avenues rarely discussed for allegations of violations of the Foreign Corrupt Practices Act (FCPA) to work their way to the Department of Justice (DOJ) or Securities and Exchange Commission (SEC) is through good...more

Equity Crowdfunding: OSC Releases Progress Report on Its Exempt Market Review

On August 28, 2013, the Ontario Securities Commission (OSC) released OSC Notice 45-712 – Progress Report on Review of Prospectus Exemptions to Facilitate Capital Raising (the Progress Report). The Progress Report summarizes...more

What To Do When The CEO Goes Rogue

In recent years, we’ve seen a number CEOs create problems for the companies they run with ill-timed tweets, ill-advised statements, or behavior unbecoming of their leadership roles....more

SEC Rule 506 Amendments and Blue Sky

The Securities and Exchange Commission took some long-awaited action in the area of private offerings at its open meeting on July 10, 2013. The Commission issued two releases adopting final rules (i) to eliminate the...more

SEC Proposals Regarding Private Offerings

The SEC’s proposed changes to private offerings, including proposed changes to Form D, Form D filing requirements, and temporary requirements to submit general solicitation materials, already are generating comment. ...more

New SEC Rule Allows General Solicitation Of Investors In Private Placement Offerings

A recent series of changes to Florida’s business laws and regulations are focused on creating and maintaining a competitive commercial climate for Florida companies, positioning the state as a business-friendly environment....more

Dodd-Frank Update: SEC Adopts Bad Actor Disqualifications for Private Placements under Regulation D

On July 10, 2013, the Securities and Exchange Commission (the “SEC” or “Commission”) adopted amendments to rules promulgated under Regulation D to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer...more

SEC Cracks Down on Unregistered Broker-Dealers in Private Offerings

The Securities and Exchange Commission (SEC) staff appears to be focusing on the broker-dealer registration issue in the context of private securities marketing activities. Recent SEC enforcement actions demonstrate there are...more

SEC Ends Prohibition Against General Solicitation and Proposes New Regulation D Requirements

On Wednesday, July 10, 2013, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933, as amended (Securities Act), to permit general...more

SEC Adopts Rules Prohibiting Private Placements by So-Called "Bad Actors"

On July 10, 2013, the SEC adopted amendments to Rules 501 and 506, as required under Section 926 of the Dodd-Frank Act, prohibiting felons and so-called "bad actors" from participating in Rule 506 offerings of securities. The...more

Rule 156 Proposal

The SEC proposed to require private funds making Rule 506(c) offerings to file written general solicitation materials with the SEC on a temporary basis. The filings would be required to apply for a period of two years, and...more

Regulation D Study

The recent SEC adopting releases cite an updated SEC Risk Fin (now renamed the Division of Economic and Risk Analysis) study titled, Capital Raising in the U.S.: An Analysis of Unregistered Offerings Using the Regulation D...more

The SEC Adopts Rules to Allow General Solicitation in Rule 506 and Rule 144A Offerings, Adopts Rules Prohibiting “bad actors” From...

On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted amendments to important rules used to offer securities in private placements: - The SEC adopted new Rule 506(c) of Regulation D to permit...more

SEC Lifts Advertising Ban on Private Offerings: What It Means for Private Equity, Hedge and Venture Capital Funds

On July 10, the SEC adopted a new rule that will permit many private equity funds, hedge funds and venture capital funds to use general advertising and solicitation when offering and selling interests in a fund (the “New...more

SEC Eliminates Prohibition on General Solicitation in Certain Private Securities Offerings

On July 10, 2013, the U.S. Securities and Exchange Commission (the "SEC") (a) adopted final rules to implement Section 201(a) of the Jumpstart Our Business Startups Act by eliminating the prohibition on general solicitation...more

The Most Important Thing You Need To Know Now About The Lifting Of The General Solicitation Ban

I’m tempted to begin this post with the following: Last week, the Securities and Exchange Commission lifted the ban on general solicitation in Rule 506 and Rule 144A offerings....more

Before You Start That General Solicitation…

This week, the SEC approved long-awaited amendments relaxing the prohibition against general solicitation, as required under Title II of the JOBS Act. These amendments will liberalize the ability of broker-dealers to...more

Still Banned: General Solicitation in Rule 506 Offerings

Ten months have passed since the SEC proposed rules implementing the requirement of Title II of the JOBS Act that the prohibition against general solicitation and general advertising in Rule 506 be eliminated. Those proposed...more

Changes to Rules for Marketing Activities during a Public Offering

The Canadian Securities Administrators (CSA) have adopted amendments to the rules governing permissible marketing activities in the context of a public offering. The amendments, which will come into force on August 13, 2013,...more

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