Issuers

News & Analysis as of

SEC Explains How To Use Twitter And Absolves Issuers Of Retweets

Certain rules under the securities laws require certain communications be accompanied by legends. The length of the legend meant that Twitter could not be used because the 140 character limit would be exceeded. ...more

Circuit Court Largely Rejects Challenges To SEC Conflict Mineral Rules

The SEC largely prevailed in the D.C. Circuit Court of Appeals in a suit changing the Rules promulgated by the agency under Dodd-Frank regarding conflict minerals. National Association of Manufacturers v. SEC, No.. 13-5252...more

Bad Actors: Snubbed at Golden Globes, But Awarded Guidance from SEC

Bad actors received no accolades at last night’s Golden Globe Awards. However, persons designated as "bad actors" under the federal securities laws are very much in the SEC’s limelight. On December 4, 2013 and January 3,...more

Bad Actors

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted amendments to Rule 506 of Regulation D (“Reg D”) that, among other things, prohibit issuers of securities from relying on Reg D if “bad actors” are...more

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...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

SEC Staff Issues New Guidance on Rule 506 Bad Actor Disqualification

The staff of the SEC’s Division of Corporation Finance posted additional Compliance and Disclosure Interpretations (see Questions 260.14 through 260.27) to the SEC website that address the “bad actor” disqualification...more

Some Thoughts on Puerto Rico and Other Distressed Issuers

Fact One: There are 3.7 million Puerto Ricans, 45% of whom live in poverty. Fact Two: According to its April 3, 2012 Official Statement, Puerto Rico has $68 billion of debt. Fact Three seems obvious: it is going to be...more

The intersection of perk-based and securities-based crowdfunding, and defining the "issuer" under Proposed Reg CF -- financing for...

In the world of perk-based crowdfunding, film and entertainment projects have been some of the most successful projects. But perk-based financing has its limits even in this glamorously attractive industry. Today my fellow...more

"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to...more

Should There Be “Bad Actor” Risk Factor?

I’ve devoted several recent posts to the Securities and Exchange Commission’s new “bad actor” rule because it is awash with a sea of troubles for issuers, both private and publicly traded. The rule prevents issuers from...more

Desktop Staleness Calendar for 2014 Offerings

DESKTOP STALENESS CALENDAR FOR 2014 OFFERINGS FOR ISSUERS WITH A FISCAL YEAR ENDED DECEMBER 31, 2013 - When Do Financial Statements Go Stale? At the close of business on the following dates in 2014 (for issuers...more

Second Circuit to Issuers: You Need Not Disclose Every Single Asset in Your Registration Statements

On September 25, the Second Circuit upheld dismissal of claims against defendant Royal Bank of Scotland (RBS) for alleged failure to disclose enough information about its exposure to subprime mortgages. In so doing, the Court...more

Will Issuers Add Rule 506(d) Bad Acts To The Definition Of “Cause”?

The SEC’s new bad actor rule, Rule 506(d), may cause some issuers to consider expanding the definition of “cause” in their employment agreements with executive officers. Because executive employment agreements typically...more

A Seismic Shift In The Securities Laws: The Elimination of the Ban on the Use of General Solicitation or General Advertising in...

In accordance with its mandate in Section 201(a) of the Jumpstart Our Business Startups Act ("JOBS Act"), on July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted new Rule 506(c)[i], which is an amendment to...more

If One Bad Actor SpoilsThe Whole Barrel, What’s An Issuer To Do?

The Jackson Five had it wrong. Under the SEC’s recently adopted Rule 506(d), one bad actor can spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However,...more

Second Circuit To Issuers: You Need Not Disclose Every Single Asset In Your Registration Statements

That was the Second Circuit’s message to companies in a September 25, 2013 order (link) by upholding dismissal of claims against defendant Royal Bank of Scotland (“RBS”) for alleged failure to disclose enough information...more

Resales Of Restricted And Control Securities Under Rule 144

By progressively shortening the Rule 144 holding period for resales of restricted securities, the Securities and Exchange Commission has enhanced such securities’ liquidity and reduced the overall cost of raising capital. The...more

Securities Law Compliance: An Overview of Small Offering Exemptions and Registration for Business Owners Interested in Raising...

Following is an overview of several elements to be considered by issuers undertaking a “small offering” or “private placement” of securities. For purposes of this discussion, a “security” includes stock in a corporation;...more

New SEC Rules Disqualifying "Bad Actors" in Private Fundraising

Earlier this summer, together with some of my partners within DLA Piper (Christopher Paci, Jason Harmon, Darryl Steinhause and Wesley Nissen), I wrote an article about new SEC regulations concerning private offerings. The...more

General Solicitation Under The JOBS Act And Blue Sky Laws

As many know, on September 23, 2013, issuers will be able to make general solicitations, or advertising, when selling securities under Rule 506 of Regulation D. While we look forward to working with issuers on these...more

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

SEC Adopts "Bad Actor" Disqualification for Rule 506 Private Placement Offerings

On July 10, 2013, the Securities and Exchange Commission voted unanimously to adopt a “bad actor” disqualification for Rule 506 private placement offerings under Regulation D. Rule 506(d) will prevent issuers from relying on...more

OSC Staff Notice 43 705, Review Of Technical Reports By Ontario Mining Issuers

On June 27, 2013, the OSC issued Staff Notice 43-705 addressing OSC concerns with respect to disclosure in technical reports....more

Financial Services Quarterly Report - Second Quarter 2013: So You Want to be a U.S. Mutual Fund Manager

So you are an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Advisers Act”). You currently manage separate accounts and, perhaps, one...more

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