News & Analysis as of

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

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

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

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

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

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

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

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

Increased Risk of FCPA Prosecution of Foreign National Executives of U.S. Issuers: Recent Court Decision Allows Open-Ended Statute...

A recent federal court decision highlights the increasing risk of prosecution for foreign national executives under the Foreign Corrupt Practices Act ("FCPA”). The decision from the federal district court in New York denied...more

NYSE Adopts Uniform Notice Provision For Listed Issuers

Various NYSE require listed companies to provide notice to the NYSE upon certain events. The methods specified to give notice vary from rule to rule and sometimes no notice method is specified. The SEC has approved an...more

No-Action Letter Regarding Definition of "Ready Market" with Regard to Foreign Equity Securities Pursuant to SEC Rule...

Currently, under Securities and Exchange Commission Rule 15c3-1 (the Net Capital Rule), broker-dealers may treat equity securities of a foreign issuer that are listed on the FTSE World Index as having a ready market. A ready...more

19 Results
|
View per page
Page: of 1