News & Analysis as of

Reg A+ Challenged Again

Another letter to the SEC from the Hill challenges the Regulation A+ proposal. This time, the authors question the authority of the SEC in defining “qualified purchaser” as an offeree or purchaser in a Tier 2 Reg A+...more

Court Limits Scope of SEC Disgorgement In Case Involving Failure to Disclose Beneficial Interests

Just last week, Judge Scheindlin from the Southern District of New York precluded the SEC from seeking wide-ranging disgorgement in an order issued in the SEC v. Wyly, 10-cv-5760 (S.D.N.Y.) case....more

SEC Staff Issues Guidance on Accredited Investor Tests and Verification of Accredited Investors for Rule 506(c) Offerings

The staff of the SEC’s Division of Corporation Finance added to its Compliance and Disclosure Interpretations posted on the SEC website new Questions 255.48-255.49 and 260.35-260.38 which address (1) elements of the...more

Disclosure Reform

Yesterday, the US Chamber of Commerce’s Center for Capital Markets Competitiveness hosted a half-day session on “Corporate Disclosure Reform: Ensuring a Balanced System that Informs and Protects Investors and Capital...more

Hearing on Oversight of the SEC’s Division of Corporation Finance

As we previously reported, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified before the House Financial Services Committee on a broad range of matters, including the SEC’s progress in...more

The Clock is Ticking on the SEC’s MCDC Initiative - Limited Self Reporting Window Closes September 9, 2014

The U.S. Securities and Exchange Commission (the “SEC”) has announced its Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC Initiative”) for municipal issuers, conduit borrowers, other obligated persons...more

SEC Resolves First Case Under New Municipalities Continuing Disclosure Cooperation Initiative

On July 8, 2014, the SEC announced that it had settled charges that a school district in California misled bond investors about its failure to comply with its continuing disclosure obligations under Rule 15c2-12 of the...more

When Should You Disclose an SEC Investigation?

SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. It is now well established that there is no...more

Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more

The "Inadvertent" Investment Company Trap: Identifying Operating Companies Subject to the Investment Company Act

The Investment Company Act of 1940 (the "Act") was enacted by Congress to protect members of the U.S. public from potential abuses resulting from pooled investments in companies that are primarily engaged in the business of...more

The MCDC Initiative: Window Closes on September 10, 2014

As highlighted in the SEC’s 2012 Municipal Market Report, the SEC has expressed significant concern that many issuers have not been complying with their obligation to file continuing disclosure documents and that federal...more

SEC Requires Greater Disclosure of Cyber Events

Cyber is still a relatively young risk and the various stakeholders in cyber-risk are at times, still trying to determine their particular role. This includes the officers and/or directors of companies for establishing...more

New SEC Initiative Offers Municipal Issuers and Underwriters an Exit Strategy for Continuing Disclosure Violations

The U.S. Securities and Exchange Commission Enforcement Division recently announced a program intended to resolve violations of federal securities laws regarding continuing disclosures in bond offering documents. The program,...more

Corporate and Financial Weekly Digest - Volume IX, Issue 21

In this issue: - CME Delays Prohibition on Transitory EFRPs - JAC Issues Guidance on Margin Funds - CFTC Hands Out First Whistleblower Award - NFA Adopts Fee for Registration...more

FINRA Sends Transition Bonus Disclosure Rule To SEC

In a move designed to increase transparency between its member firms’ registered persons (“representatives”) and their former clients when they move from one firm to another, the Financial Industry Regulatory Authority...more

Status, under the Registration Requirements of the Securities Act of 1933, of Intrastate Crowdfunded Offerings, and the Use by an...

Securities that are offered and sold only to residents of a single state by a company “resident and doing business” in that state are exempt from registration with the Securities and Exchange Commission under Section 3(a)(11)...more

SEC Notes Growing Concern About Private Equity Fee Disclosures

Recent comments by Andrew Bowden, Director of the Office of Compliance Inspections and Examinations for the Securities and Exchange Commission (SEC), highlight the growing tension between Dodd-Frank compliance and fund...more

The SEC’s Municipalities Continuing Disclosure Cooperation Initiative: Carrot for Issuers & Underwriters, Stick for Individuals

It’s no secret that the SEC is stepping up its enforcement efforts in the estimated $3.7 trillion municipal securities market. In 2012, the Commission published a 165-page report calling for Congress to give it more authority...more

New C&DIs Contemplate Intrastate Crowdfunded Offerings

This week the SEC released three new Compliance and Disclosure Interpretations (C&DIs) relating to Rule 147, which applies to securities that exempt from registration pursuant to Section 3(a)(11) of the Securities Act because...more

Merger And Acquisition Due Diligence And Voluntary Disclosures

The Justice Department and the SEC continue the drumbeat encouraging companies to voluntarily disclose potential FCPA violations. Of course, the reason for their position is obvious – they want to know about every violation,...more

"Government Affairs and Government Procurement: Pressure to Comply Continues to Grow in 2014"

With increased attention to transparency in corporate political spending, disclosure of so-called “dark money” and a new rule for municipal advisors, corporations and other organizations active in government affairs or...more

Cybersecurity and the duty of care: a top 10 checklist for board members

Visibility on information security, including cybersecurity as well as physical security aspects, is increasingly permeating corporate life. The relatively new SEC requirements for public disclosure of cybersecurity...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

New C&DIs Regarding ‘Bad Actor’ Beneficial Ownership (Rule 506)

The staff of the SEC's Division of Corporation Finance recently published additional "Compliance and Disclosure Interpretations", starting at 260.28, relating to the bad actor disqualification in Rule 506 under the Securities...more

Are You a Foreign Private Issuer?

As part of its long-standing policy to encourage foreign companies to access the U.S. capital markets, the United States Securities and Exchange Commission (SEC) historically has made significant regulatory accommodations to...more

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