News & Analysis as of

SEC Issues Guidance on Proxy Voting

The Security and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (IM/CF) on June 30 (SLB 20). SLB 20 provides guidance regarding proxy voting...more

SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers, Their Use of Proxy Advisory Firms, and Application of...

On June 30, 2014, the Staff of the Securities and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued guidance on the responsibilities of investment advisers in voting proxies and using...more

SEC Investment Management Staff Requests Certifications for Marked Copies of Exemptive Applications

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

American Icon Amends Stock Plan To Make It Section 25102(o) Eligible – Why?

Section 102 the National Securities Markets Improvement Act (which amended Section 18 of the Securities Act of 1933) deems securities listed (or authorized for listing) on the NYSE, the American Stock Exchange or the National...more

SEC Further Extends Securities Law Exemptions for Security-Based Swaps

The SEC adopted amendments to the expiration dates of certain interim final rules adopted in July 2011. The interim final rules provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and...more

SEC Extends Exemptions for Security-based Swaps

On February 5, the Securities and Exchange Commission issued an extension of interim final rules that provide exemptions for security-based swaps from securities laws under the Securities Act of 1933, the Securities Exchange...more

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

CalPERS’ Offbeat Personal Trading Policy

Yesterday’s post discussed a news report of an SEC inquiry into insider trading by CalPERS. Rather than being abashed by this news, CalPERS responded by congratulating itself on having implemented a personal trading policy....more

SEC’s Proposed Rules on “Regulation A-Plus” Indicate a Streamlined Vehicle for Raising up to $50 Million in Capital

Proposed federal rules released on December 18 may have the effect of making it quicker, less expensive and more worthwhile for businesses to raise up to $50 million in capital under a once-obscure and seldom-used...more

Reg A+ Exemption

Today, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules preserve and modernize the current framework of current Regulation A. The proposed rules would...more

New Congressional Bill Would Exempt Business Brokers From Full SEC/FINRA Broker Registration

On November 4, 2013, the U.S. House of Representatives Committee on Financial Services, by a 57-0 vote, ordered H.R. 2274 to be reported for further consideration. The bill, named the “Small Business Mergers, Acquisitions,...more

SEC releases proposed amendments to Regulation A

Yesterday the SEC released its proposed amendments to the small issuer exemption found in Regulation A, pursuant to the mandate in Title IV of the JOBS Act. ...more

Key Provisions of the Volcker Rule Final Regulations for Non-US Banking Entities

The five US financial agencies (“Agencies”) have approved jointly prepared final regulations (“Final Rules”) to implement the prohibitions on engaging in proprietary trading and investment in or sponsorship of a private...more

SEC Provides Guidance on Exemption for Advisers to Venture Capital Funds

Recent guidance from the SEC provides clarity for advisers to venture capital funds on the permissibility of a number of common practices in the venture capital industry under the VC Exemption. Specifically, the guidance...more

The Volcker Rule: Impact of the Final Rule on Foreign Banking Organizations

On December 10, 2013, the Federal Reserve, FDIC, OCC, SEC, and CFTC (the “Agencies”) issued the long-awaited final rule (“Final Rule”) construing the Volcker Rule. The Volcker Rule generally prohibits banking entities — a...more

Federal regulators release Volcker Rule final regulations

Five federal financial regulatory agencies have released final rules implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 619 created Section 13 in the Bank Holding Company Act...more

Volker Rule Has Vague Guidance About Prohibited Compensation

The so-called Volker Rule, as required to be implemented by the Dodd-Frank Act, generally prohibits any banking entity from engaging in proprietary trading. The final rule has been adopted by the Office of the Comptroller of...more

SEC Issues Interpretive Guidance on the Venture Capital Fund Adviser Exemption

On December 2, 2013, the SEC's Division of Investment Management issued a new "Guidance Update" that provides some important interpretive guidance on the exemption from registration under the Investment Advisers act of 1940...more

SEC Staff Elaborates on Venture Capital Adviser Exemption

The SEC’s Division of Investment Management provided advisers to venture capital funds with guidance on fund structures that do not jeopardize an adviser’s ability to rely on the exemption from registration provided by...more

SEC Gives Guidance On Venture Capital Exemption

The SEC Division of Investment Management has provided guidance regarding the application of the exemption from investment adviser registration available to an investment adviser that advises solely one or more “venture...more

First Formal Pay-To-Play Exemption Request

In 2011, so-called “pay-to-play” prohibitions under the Investment Advisers Act Rule 206(4)-5 (the Rule) went into effect. A recent U.S. Securities and Exchange Commission (SEC) exemptive order application addresses one...more

Integration Issues Under The JOBS Act

The integration doctrine must be considered when an issuer conducts multiple offerings in a short period of time. If applicable, multiple offerings are collapsed to determine if a safe harbor or exemption still applied. ...more

SEC Proposes New Rules for Crowdfunding Exemption

On October 23, the Securities and Exchange Commission voted unanimously to propose new rules that would permit companies to offer and sell securities through “crowdfunding.” Title III of the Jumpstart Our Business Startups...more

Temporary Exemption from Certain SEC Financial Responsibility Rules Amendments

The limited exemption will provide broker-dealers with more time to make necessary operational or systems changes. On October 17, the Securities and Exchange Commission (SEC) issued an order providing a temporary...more

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