CorpCast Episode 1: Sections, 204, 205 and In re Numoda
On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more
When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more
On May 4, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) adopted a temporary rule waiving until June 30, 2020 key shareholder approval requirements for certain private investments in public equity (“PIPE”) and similar...more
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), was promoted as a new piece of legislation creating groundbreaking additional pathways to funding for companies, which was especially highlighted by the 2008...more
The amendments expand certain exemptions and provide additional guidance under Rules 5130 and 5131 with respect to equity IPO allocations. On December 19, 2019, the Financial Industry Regulatory Authority (FINRA) issued...more
The Securities and Exchange Commission approved amendments to the Financial Industry Regulatory Authority New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131) (collectively, Rules) on November 5, 2019...more
The Securities and Exchange Commission (SEC) on September 26, 2019 voted to adopt a new rule that extends the "test-the-waters" accommodation under the Securities Act of 1933 (Securities Act) to all issuers.1 The new Rule...more
On September 26, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B and related amendments under the Securities Act to expand the permitted use of “testing-the-waters” communications to all companies...more
The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more
The Securities and Exchange Commission (SEC) adopted final rules to allow reporting companies to rely on the Regulation A exemption to conduct securities offerings of up to $50 million in a 12-month period without Securities...more
The offer and sale of securities in California must be qualified unless the securities or transaction is exempt. Corporations Code Section 25100(b) exempts any security "issued or guaranteed . . . by any other foreign...more
As part of its Capital Markets Union action plan, in June 2017 the EU adopted the new Prospectus Regulation (2017/1129), which overhauls the prospectus regime and is intended to improve accessibility to capital markets for...more
Nearly one year ago, the California Department of Business Oversight proposed regulations to implement the provisions of AB 667 (Wagner). The bill, which was enacted in 2015 and took effect last year, created a new exemption...more
I often hear lawyers say something along the lines of “We need to find an exemption from the California Corporate Securities Law because one of the investors is a citizen of California”. The citizenship or residency of a...more
The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more
The SEC’s Division of Investment Management issued an Information Update that describes the procedure for providing a version of an exemptive application marked to show changes from relevant precedent (in the case of an...more