News & Analysis as of

Exemptions Institutional Investors

Latham & Watkins LLP

New Federal Exemption Changes the Registration Landscape for M&A Brokers

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The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. On March 29, 2023, the Securities Exchange Act of 1934...more

Cohen & Gresser LLP

The SEC Proposes Amendments to the Accredited Investor Definition

Cohen & Gresser LLP on

On December 18, 2019, the SEC proposed amendments to its definition of “accredited investor” to add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific...more

Dechert LLP

SEC Adopts Rule Allowing All Issuers to "Test the Waters"

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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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expands ‘Testing-the-Waters’ Communications to All Issuers

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

Dechert LLP

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

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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

Eversheds Sutherland (US) LLP

SEC proposes to expand “testing-the-waters” provisions to all issuers

On February 19, 2019, the Securities and Exchange Commission (SEC) announced a proposal to expand the “testing-the-waters” exemption to all issuers. Currently the exemption is limited to emerging growth companies (EGCs)....more

Dechert LLP

Financial Services Quarterly Report - Second Quarter 2016: The Hong Kong Professional Investor Regime

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Similar to the situation in many other jurisdictions, fund managers, banks and other market participants in Hong Kong were, until recently, not required to apply the same regulations to high net worth, corporate or...more

Morgan Lewis

The Effect of Article 63 Amendments on Existing Article 63 Exemption Operators

Morgan Lewis on

Existing Article 63 Exemption Operators will be subject to new obligations and duties starting March 1, 2016. Beginning March 1, 2016, the amendments to the exemption concerning the Special Business Activities for...more

Morgan Lewis

Japan FSA Publishes Draft Enforcement Orders, Cabinet Ordinances, and Supervisory Guidelines for Article 63 Exemption

Morgan Lewis on

New amendments introduce a significant overhaul with respect to the Article 63 Exemption filing process and the ongoing obligations of Article 63 Exemption Operators....more

Morgan Lewis

SEC Approves Rule to Regulate Debt Research Reports and Debt Research Analysts

Morgan Lewis on

Background - Eight years in the making, the US Securities and Exchange Commission (SEC) has finally approved the Financial Industry Regulatory Authority’s (FINRA's) proposed Rule 2242 (the Rule or Rule 2242), which will...more

Proskauer Rose LLP

HSR Enforcement Continues Swiftly: $240K Settlement Announced with FTC for Failure to File

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On the heels of the FTC's recent HSR passive investor exemption enforcement action comes another reminder that HSR compliance is not always clear, and that it is not always easy. The Federal Trade Commission has announced a...more

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