A recent enforcement action from the Fort Worth Regional Office of the SEC reminds one of the agency's investor-protection mission and continued focus on those who deceive retail investors in the private offer and sale of...more
Among real estate investments, real estate investment trusts (REITs) and real estate funds may look similar to the casual observer. However, although both focus on real estate and real estate-related assets, their structures,...more
March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
In October 2020, the Financial Industry Regulatory Authority (FINRA) proposed a rule amendment that would expand its filing requirements relating to private placements. Under the proposal, FINRA would amend its Rules 5122...more
Here’s the deal: An effective shelf registration statement allows an issuer to be in a position to complete multiple offerings from time to time in the future without having the timing of any such offering delayed by a...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2020. Companies also should be mindful of the 2020 financial statement “staleness” dates, the deadlines by which...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
As the partial federal government shutdown enters its thirteenth day, political pundits predict that the shutdown is likely to continue with no end in sight while lawmakers struggle to make a deal....more
The SEC’s regulation of the private investment funds industry has generated significant attention and commentary, as well as a fair amount of hand-wringing. From our perspective as lawyers, however, there is a relatively...more
As described in our client advisory, the recently enacted FAST Act required the SEC, within 45 days, to revise Form S-1 (and F-1) to permit any smaller reporting company to incorporate by reference in a Form S-1 any documents...more
The SEC settled charges with two investment advisers to a closed-end fund based on allegations that the advisers failed to adequately disclose a change in investment strategy to the fund’s board and its investors. The SEC...more
This issue of Inside the Courts, Skadden’s securities litigation newsletter, includes summaries and associated court opinions of selected cases principally decided between May 2015 and August 2015. The cases address...more
Issuers of municipal securities (including conduit borrowers) are required to comply with certain disclosure requirements when preparing official statements or other offering documents, submitting continuing disclosure...more
The Securities and Exchange Commission’s (SEC’s) year-old Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative or MCDC) has encouraged municipal securities issuers, borrowers, and underwriters to...more
Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more
A new rule requiring FINRA member firms to file copies of certain offering documents related to private placement transactions was approved by the SEC and was effective as of December 3, 2012. FINRA has published FAQs...more