Stop-And-Frisk Judge Removed, Fights Back
On July 3, 2019, SEC Chairman Jay Clayton issued a “Statement Regarding Offers of Settlement” (the “Statement”), announcing important changes to how the SEC will consider future requests for waivers from disqualifications in...more
US Securities and Exchange Commission Chairman Jay Clayton issued a statement on July 3 that should help to rationalize the process for firms seeking waivers from disqualification resulting from certain enforcement actions....more
A recent bill has been introduced again in the US House of Representatives that would make it much tougher for firms subject to SEC enforcement actions to obtain waivers for bad actor disqualifications in federal securities...more
On July 27, 2017, Ranking Member of the House Committee on Financial Services, Congresswoman Maxine Waters, introduced the Bad Actor Disqualification Act of 2017. This draft legislation directs the SEC to implement more...more
New Hampshire has adopted a new securities law, known as the New Hampshire Uniform Securities Act, which will become effective on January 1, 2016. It is modeled on the Uniform Securities Act (2002) (“USA 2002”), which has...more
One key debate regarding current SEC enforcement policy centers on the application of the so-called “bad actor” provisions. Previously the Commissioners split over the nature, use and application of those provisions. ...more
SEC Commissioner Daniel M. Gallagher delivered a speech where he considered the role of bad actor disqualifications in the context of the SEC’s enforcement initiatives. According to the Commissioner, the purpose of bad actor...more
On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted amendments to Rule 506 of Regulation D (“Reg D”) that, among other things, prohibit issuers of securities from relying on Reg D if “bad actors” are...more
The staff of the SEC’s Division of Corporation Finance posted additional Compliance and Disclosure Interpretations (see Questions 260.14 through 260.27) to the SEC website that address the “bad actor” disqualification...more
On December 4, 2013, the SEC released a new batch of FAQs regarding new Rules 506(d) and 506(e). Before diving in to the clarifications provided and the new uncertainties raised by the SEC in the new FAQs, you might want to...more
Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more
I’ve devoted several recent posts to the Securities and Exchange Commission’s new “bad actor” rule because it is awash with a sea of troubles for issuers, both private and publicly traded. The rule prevents issuers from...more
I’ve devoted several blog posts to the multifarious problems engendered by the SEC’s new “bad actor” disqualification provisions. I’ve done so because Rule 506(d) is so poorly drafted that, like the annals of Volusius, its...more
Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more
In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, among other things, required the Securities and Exchange Commission (SEC) to adopt rules that would prohibit the use of the Rule...more
In This Issue: - Covered Persons - Disqualifying Events - The Pre-Effectiveness Event Exclusion - Waivers and Exclusions - Ramifications of Rule 506 Disqualification - Excerpt from Covered...more
On July 10 the Securities and Exchange Commission (SEC) adopted implementing regulations under the JOBS Act of 2012 (concerning the relaxation of the prohibitions against “general solicitations” under Regulation D under the...more