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SEC (Finally) Adopts New Equity Crowdfunding Rules, Promoting Increased Access to Capital and Democratization of Investment...

Late last week, the SEC adopted its final rules for equity crowdfunding under Title III of the JOBS Act. These rules, when implemented, have the promise of reducing the cost and increasing the availability of sorely needed...more

Following the Wisdom of the Crowd? A Look at the SEC’s Final Crowdfunding Rules

In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more

SEC Issues Final Rule on Crowdfunding, Proposes Amendments to Existing Rules to Facilitate Small Business Capital Raising

Last week, the U.S. Securities and Exchange Commission (SEC) adopted the final rule permitting crowdfunding, permitting investors to purchase securities over the Internet using a crowdfunding exchange, on October 30, 2015....more

Title III Crowdfunding is Coming – Is It Right For You?

On Friday, the SEC approved equity crowdfunding for non-accredited investors in a 3-1 vote. This is the true equity crowdfunding from the JOBS Act of 2012 known as Title III. Given it has been more than three years to get the...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

Guidance for IPO Issuers

On October 28, 2015, at a Practising Law Institute program, the Securities Regulation Institute, the Director of the Division of Corporation Finance of the Securities and Exchange Commission joined a panel discussion on...more

2016 SEC Filing Deadlines for Companies With December 31, 2015 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2016. Companies also should be mindful of the 2016 financial statement “staleness” dates (when financial...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 Seeks Public Comment on Regulation S-X

On September 25, the U.S. Securities and Exchange Commission (the “SEC”) announced that it is seeking public comment on the effectiveness of financial disclosure requirements in Regulation S-X. The request for comments...more

SEC Proposes Major Disclosure Changes for Funds and Advisers

The SEC recently published two rule proposals to address concerns over the Commission’s ability to gauge and monitor any risks that the asset management industry poses to the financial system and investors. This includes the...more

Blog: SEC Seeks Comment On Effectiveness Of Reg S-X Rules That Require Disclosure About Entities Other Than The Reporting Company

The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project. The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting...more

Blog: FASB Proposes Amendments Regarding The Concept Of “Materiality” In The Context Of Disclosure Requirements

FASB has issued two exposure drafts as part of its disclosure framework project, which is intended facilitate clearer communication of GAAP information required in notes to financial statements. The two proposals are intended...more

Request for Comment on Regulation S-X

The SEC recently published a request for comment on Regulation S-X, which signals an important step in the Commission’s continuing review of disclosure requirements. The request for comment is focused on financial statement...more

Bridging the Week - September 2015

Alleged Flash Crasher's Formal Indictment Provides More Details Regarding His Purported Spoofing - The US Department of Justice filed a formal indictment against Navinder Singh Sarao in a US federal court in Chicago on...more

The SEC, Gatekeepers and Saying Something

The SEC has long sought to enlist professionals as the advance guard of its Enforcement Division. The point is understandable: auditors, attorneys and other professional consultants are typically at the company long before...more

SEC Proposes Rules to Broaden Executive Compensation “Clawback” Policies Required by Dodd-Frank

In an effort to increase executive accountability and promote higher quality financial reporting, the Securities and Exchange Commission (the “SEC”) issued proposed Rule 10D-1 for comment on July 1, 2015. The SEC issued the...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

Cross-Listed Canadian Issuers May Face Clawback Requirements

Last month, the U. S. Securities and Exchange Commission (SEC) proposed rules (Proposal) directing U.S. securities exchanges and associations to require companies to adopt clawback policies that would mandate executive...more

SEC Adopts CEO Pay Ratio Disclosure Rules

The SEC recently adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 953(b) directs the SEC to expand current disclosure requirements to require...more

Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

SEC Adopts Final CEO Pay Ratio Disclosure Rule

On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...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

New SEC “Claw Back” Rules

On July 1 2015, the Securities and Exchange Commission, by a 3-2 vote, proposed new rules requiring public companies to “claw back” executive compensation mistakenly awarded due to accounting errors. The proposed...more

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

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