Exemptions Securities & Exchange Commission

News & Analysis as of

Financial Services Weekly News - November 2015

Regulatory Developments - Client Alert: SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8: Goodwin Procter’s Capital Markets practice has released a client alert on the SEC’s Division of...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

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

Regulation Crowdfunding

On October 30, 2015, the SEC voted to adopt final rules permitting crowdfunding. Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the...more

Investor Advocate Recommends Rejection of NYSE Rule Change

Investor Advocate, Rick Fleming, announced last Friday the recommendation to reject the proposed NYSE rule change that would allow certain listed companies to sell additional shares to insiders and related parties without...more

Blog: SEC’s New “Investor Advocate” Takes A Stand On NYSE Proposed Rule Change

Today, the new Investor Advocate, Rick Fleming, issued a statement regarding his “First Official Recommendation” to the SEC. What was that recommendation? He recommended that the SEC disapprove the NYSE’s proposed rule...more

FINRA Releases Revised 4210 Margin Rule Proposal

The reproposed amendments to Rule 4210 attempt to address commenters’ concerns that the original proposed rule would impact business activity in the TBA market....more

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K...more

Raising Capital? Don’t Forget about SEC Filings (It’s Not as Difficult as It Sounds)

The mention of "securities law and regulations" is a common, but daunting phrase that many entrepreneurs hear when they are attempting to raise money from investors for their companies. Under federal securities laws, any sale...more

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

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

When Is Medical Information Considered Sensitive?

As discussed in yesterday’s post, the Securities and Exchange Commission has proposed that persons involved in administrative proceedings be required to submit all documents and other items electronically.  Under the SEC’s...more

SEC Adopts Pay Ratio Rule

The US Securities and Exchange Commission (SEC) has adopted a final rule to implement the requirement of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) that public...more

SEC Provides Guidance on Venture Capital Fund Advisers Exemption

Investment advisers to venture capital funds are exempt from registration under the Investment Advisors Act if certain requirements are met. Amongst those requirements is that certain investments be made in qualifying...more

SEC Extends Specified Temporary Relief Related to Security-Based Swaps

On September 15, the SEC issued an order extending temporary exemptions and exceptions from compliance with certain provisions of the Securities Exchange Act of 1934 (Exchange Act) applicable to security-based swaps (SB...more

Proposed FinCen Anti-Money Laundering Rules: Implications for Life Settlement Investment Fund Managers

On August 25, 2015, the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department, issued for public comment proposed rules requiring investment advisers registered with the Securities and...more

Blog: How Often Does This Happen?

As noted in yesterday’s thecorporatecounsel.net blog, the SEC has issued an Order instituting proceedings under Section 19(b)(2)(B) of the Exchange Act to determine whether to disapprove a proposal to amend Sections...more

SEC Adopts Final Pay Ratio Rules

The Securities and Exchange Commission (SEC) recently adopted final rules that will require most public companies to calculate and disclose a ratio that compares the annual total compensation of their “median employee” to...more

SEC Adopts Regulation A+

Newly adopted exemption to securities registration requirements may offer new capital raising opportunities for developing companies - A company that seeks to raise capital by offering or selling securities to potential...more

Alert: SEC Adopts Final Pay-Ratio Rule

On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision. The pay-ratio provision mandates...more

Teaching An Old Dog New Tricks: Regulation A+ - Final Rules Amending Regulation A And the Creation of a Viable Small Issues...

Early Indications of market impact from Regulation A+ - Historically, Regulation A has been the poor cousin of the Securities Laws exemption from full-blown registration requirements, rarely used. Since the modifications...more

Commenters React to DOL’s Proposed Expansion of Fiduciary-Duty Rules

Four months after proposing a significantly expanded definition specifying when “investment advice” to employee plans and IRAs would give rise to fiduciary status under the Employee Retirement Income Security Act of 1974, the...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted long-awaited final rules on CEO pay ratio disclosure (the “Rules”), which require that almost every SEC registrant disclose the ratio of the annual...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

Companies are required to disclose the ratio of median employee annual total compensation to CEO annual total compensation starting in the 2018 proxy season; foreign private issuers, emerging growth companies and smaller...more

SEC Adopts Final Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to approve its controversial pay ratio rules. The rules were adopted pursuant to the mandate of Section 953(b)(1) of the Dodd-Frank Wall Street Reform...more

SEC Adopts Final CEO Pay Disclosure Rule

On August 5, the SEC adopted a rule requiring public companies to disclose the pay ratio of their CEO to the median compensation of their employees. The rule gives companies some flexibility in the method of determining the...more

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