Issuers

News & Analysis as of

How EB-5 Regional Centers and Sponsors Can Evaluate Broker-Dealer, Investment Company and Investment Adviser Registration...

This article is the third in a series of articles on how EB-5 regional centers and sponsors can evaluate broker-dealer, investment company and investment adviser registration requirements under U.S. securities laws. ...more

Tulane Releases Study on First-Year Conflict Minerals Filings

The Payson Center for International Development of Tulane University Law School released a study analyzing the results of a June 2014 survey of issuers who filed the required Form SD. The study investigates the market impact...more

Blog: SEC Staff Issues CDI Regarding Use Of The Internet In Connection With Intrastate Offerings — How Feasible Is It?

The SEC staff has posted another new CDI regarding internet communications, this one advising how issuers may conduct intrastate offerings under Rule 147 and still use the internet to communicate offers. The question is...more

Legend Removal Requires Proper “Request To Register Transfer”

Removal of legends from restricted securities (i.e., securities issued without registration under the Securities Act of 1933) can be a tricky business for transfer agents, issuers and their counsel. Improperly removing...more

CFTC Issues Exemptive Relief to Harmonize with JOBS Act Amendments to Regulation D and Rule 144A

The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more

Overcrowding?

This morning’s IFR US ECM Briefing reported on another significant IPO trend—the fact that over time it has become more common for IPO issuers to appoint several co-managers. ...more

Deadlines Applicable to Colleges and Universities Approaching for Participation in SEC’s Continuing Disclosure Cooperation...

On March 10, 2014, the Securities and Exchange Commission (“SEC”) announced a voluntary self-reporting program for issuers and underwriters of municipal bonds for reporting of inaccurate statements made in offering documents...more

Really? Requiring Someone To Use Information “Fairly And Lawfully” Can Be Illegal?

Companies have lots of very good reasons for adopting codes of conduct. These reasons include: - Ensuring compliance with applicable exchange listing rules (e.g., NYSE Rule 303A.10 and NASDAQ Rule 5610); -...more

July 2014: Securities and Structured Finance Litigation Update

U.S. Supreme Court to Review Tolling of Securities Act Claims. In Police & Fire Retirement System of the City of Detroit v. IndyMac MBS, Inc. 721 F.3d 95 (2d Cir. 2013) (“IndyMac”), the Second Circuit addressed the reach of...more

Form SHL: Foreign Resident’s Holdings of U.S. Securities Due August 2014

The U.S. Department of the Treasury requires U.S. resident issuers (including U.S. resident investment funds) and investment advisers managing foreign investment funds to report foreign residents’ holdings of U.S. securities,...more

Top 4 Innovations Driving Growth in the Global Sukuk Market

The Sukuk Opportunity - Total Sukuk issuances for 2013 stood at approximately US$120 billion and the Sukuk market is likely to sustain double-digit growth in the coming two to three years with assets in Islamic finance...more

When is a Consultant an Executive Officer? – SEC Brings Another Case

The SEC has instituted administrative proceedings against a registrant and others alleging that two individuals with prior law violations secretly controlled the operational and management decisions of the registrant while...more

How the MCDC Initiative affects bond issuers and borrowers

If you have ever issued (or borrowed the proceeds of) bonds then you should know about the Municipalities Continuing Disclosure Compliance Initiative (the “Initiative”) and take the appropriate steps to determine your...more

EY Sanctioned For Acting As An Advocate For Audit Clients

Auditor independence is critical. The opinion issued by the audit firm regarding the financial statements of an audit client represents in part that the firm is independent. That judgment is based on an assessment of all the...more

Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and...more

Can You Raise Money From Investors Who Are Not “Accredited Investors”?

A question I receive frequently from entrepreneurs raising capital for the first time is whether they can raise money from people who do not meet the SEC definition of “accredited investors.” The easy answers are “you...more

SEC Charges Auditor of PRC Firm With Unprofessional Conduct

The Commission filed another proceeding against an audit firm and its partners arising out of the audit of a PRC issuer. Unlike earlier actions involving audit firms for Chinese issuers, in this case the difficulties did not...more

SEC Issues Guidance on Determination and Verification of Accredited Investor Status

On July 3rd, the SEC issued guidance in the form of six new compliance and disclosure interpretations regarding accredited investor status. Two of the C&DIs relate to the calculation of income and assets for purposes of...more

New Senate Bill Introduced to Clarify Definition of General Solicitation

The text of S. 2498, introduced by Senator Murphy in late June, was finally released. The bill is titled the “HALOS Act”, or “Helping Angels Lead our Startups Act.” Angel investors have expressed concerns regarding the...more

SEC Staff Provides Rule 506(c) Verification Guidance

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more

Municipalities Continuing Disclosure Cooperation Initiative (MCDC)

We want to make you aware of a new Securities and Exchange Commission enforcement initiative that impacts issuers of municipal bonds or other governmental securities or other persons obligated to provide secondary market...more

Investment Management Legal + Regulatory Update -- June 2014

In This Issue: - Regulation ..SEC Begins to Scrutinize Registrants’ Cybersecurity Practices ..SEC Staff Sets Boundaries for Adviser Testimonials in Social Media ..Chair White: SEC to Tackle High-Frequency...more

SEC’s Self-Reporting Program to Correct Misstatements Regarding Continuing Disclosure Compliance Set to Expire on September 10,...

The Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative provides an opportunity for municipal bond issuers, borrowers and underwriters to correct misstatements in offering...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

And we thought things were going well…

Recently, the Committee on Capital Markets Regulation published information regarding the competitiveness of our US capital markets. See the Committee’s site for detailed statistics that seem to focus principally on whether...more

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