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In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Corporate and Financial Weekly Digest - Volume IX, Issue 13

In this issue: - SEC Roundtable Discusses Cybersecurity Threats and Protections Against Cyberattacks - Proposed Changes to FINRA Classification of Hybrid Securities for Trade Reporting Purposes - FINRA...more

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative) - March 13, 2014

The U.S. Supreme Court recently ruled in Lawson v. FMR LLC that the whistleblower provisions of the Sarbanes-Oxley Act protect employees who work for contractors and subcontractors of public companies and not just employees...more

The Good, the Bad and the Offer: Law, Lore and FAQs

An Updated Look at the World of Offers - It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

SEC Updates Guidance on Share-Based Compensation Disclosures in IPOs

On February 6, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) updated Section 9520 of its Financial Reporting Manual regarding share-based compensation disclosures in initial...more

The plus side of Reg A

To date, the Jumpstart Our Business Startups Act (the JOBS Act) is best known for legalizing securities crowdfunding (better called ‘crowd investing’), lifting the ban on the mass marketing of private offerings, and fostering...more

Private Funds In Focus - Winter 2014

Year End Update – Compliance: Certain Upcoming U.S. Regulatory Deadlines - The list below briefly summarizes various regulatory obligations and filing deadlines for private fund managers under U.S. rules....more

"The JOBS Act: The Resurgent IPO Market and What We Learned in Year Two"

Almost two years have passed since the Jumpstart Our Business Startups Act (the JOBS Act) was signed into law to ease regulatory burdens on smaller companies and facilitate public and private capital formation. The provisions...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

SEC Releases Proposed Rules for Regulation A+ under the JOBS Act: A Promising and Innovative Route to Capital Formation for Young...

The SEC has released long-awaited proposed rules to implement Title IV of the JOBS Act, now known as Regulation A+. This regulation could bridge a difficult gap for small companies looking to raise capital. If your company...more

A Year End Look at the JOBS Act

2013 has proven to be a strong year for IPOs. According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012. The overwhelming majority of...more

SEC Approves Limited Exception to Anti-Spinning Provision of FINRA Rule 5131

The SEC has issued an order (the “Order”) approving an amendment (the “Amendment”) to FINRA Rule 5131 relating to New Issue Allocations and Distributions (the “Rule”). (The text of the Amendment is available in Exhibit 5 of...more

SEC Approves Amendment to FINRA IPO Allocation Rule 5131, Easing Compliance for Fund Investors

Introduction - On November 27, 2013, the Securities and Exchange Commission (“SEC”) approved a change (the “Amendment”) to FINRA’s IPO allocation rule 5131 (the “Rule”).The Amendment allows a fund-of-funds to rely on a...more

MoFo’s Quick Guide to: REIT IPOs

Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more

Business Forum: Overseas Firms Look To U.S. For IPOs

When China's e-commerce giant Alibaba -- with a valuation that may make it the world's third-largest Internet company behind only Google and Amazon -- made the decision to go public, listing in Hong Kong was its natural first...more

Tick Tock: Time for Action on Tick Sizes

Former Vice Chairman of NASDAQ, David Weild IV, guest blogs about the importance of tick sizes. David is Head of Capital Markets at Grant Thornton and Founder, Chairman and CEO of Capital Markets Advisory Partners....more

Crowdfunding and the New York Stock Exchange

For all the skeptics who think crowdfunding is a fringe idea, today I attended an event at the New York Stock Exchange about crowdfunding – yes, you read correctly, THE NYSE AND CROWDFUNDING, together. It may seem...more

The IP in Twitter’s IPO

Barring any unforeseen setbacks, Wall Street is aflutter as Thursday marks the latest in social media IPOs – Twitter…and we all remember how well Facebook’s IPO went....more

The Short Field Guide To IPOs

The emerging growth Company - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more

Your Guide to Purchases by Directors in an IPO

You are working on the IPO of Genco, a diversified agribusiness with exciting new technology set to revolutionize the production of olives. Members of the Board of Directors like the stock (and the olive oil), and want to...more

The baby, the bathwater and BDCs

We have written a fair bit about business development companies and the important role that they serve as alternative capital providers. During the financial crisis and in the immediate aftermath of the financial crisis,...more

JOBS 2.0 Hearing Rescheduled

On October 24, 2013, the House Subcommittee on Capital Markets and GSEs will hold a hearing on “Legislative Proposals to Reduce Barriers to Capital Formation.” The hearing was originally scheduled for earlier in the month,...more

Governance & Securities Law Focus - October 2013

In this issue: - ASIAN DEVELOPMENTS - HKEx publishes Amended Listing Rules to Complement the New IPO Sponsor Regime - US DEVELOPMENTS - SEC Developments - Noteworthy US Securities Law...more

JOBS Act 2.0 Taking Shape?

Congressman Garrett recently renewed discussions regarding additional individual legislative initiatives or other proposals relating to promoting capital formation that might well be grouped together into a single “JOBS Act...more

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