Offerings

News & Analysis as of

SEC and North American Securities Administrators Association Sign Information-Sharing Agreement

On February 17, 2017, the Securities and Exchange Commission (SEC) and the North America Securities Administrators Association (NASAA) entered into an information-sharing agreement in connection with intrastate crowdfunding...more

SEC Staff Allows Brokers to Set Fund Commissions with “Clean Shares”

The SEC’s Division of Investment Management issued a no-action letter on January 11, 2017 explicitly permitting brokers to set their own commission rates for sales of so-called “clean shares” of mutual funds. Previously, as...more

Illinois Crowdfunding Starting Strong in 2017

While it took longer than expected to get here, Crowdfunding for Illinois businesses is now officially up and running and its full steam ahead. To mark the occasion, a joint press conference was held Tuesday at local...more

New Corp Fin CDIs Clarify QIB Status for Rule 144A Offerings

The SEC’s Division of Corporation Finance staff released 35 new Compliance and Disclosure Interpretations (C&DIs) on December 8th. Among numerous interpretations focused on issues applicable to foreign private issuers and...more

Four Eye-Opening New C&DIs Issued by the SEC’s Division of Corporation Finance

The SEC’s Division of Corporation Finance released four new compliance and disclosure interpretations (C&DIs) on November 17th addressing aspects of offerings under Regulation A and Regulation D. The staff’s new...more

SEC Adopts Changes to Regulation D and Intrastate Offerings and Proposes Use of “Universal Proxy Cards” in Contested Director...

On Oct. 26, the Securities and Exchange Commission adopted final rules increasing the threshold for offerings made under Rule 504 of Regulation D and broadening the intrastate offering exemption afforded by Rule 147. These...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings - On October 26, 2016, the Securities and Exchange Commission adopted rules designed to modernize...more

SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

On October 26, 2016, the Securities and Exchange Commission adopted rules designed to modernize intrastate and small offerings by companies while maintaining investor protections. Among the changes is the adoption of...more

SEC Amends Rules Affecting Intrastate and Small Exempt Offerings

On October 26, 2016, the Securities and Exchange Commission (“SEC”) announced amendments to certain rules exempting intrastate offerings and other limited offerings from federal registration requirements. The SEC modernized...more

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings - Updated

On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final...more

Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an...more

SEC Adopts Final Rules Regarding Intrastate and Regional Offerings

On October 26, 2016 at an open meeting, the SEC adopted final rules regarding intrastate and regional offerings, which closely follow the SEC’s proposed rules issued on October 30, 2015. The final rules amend Securities Act...more

Bipartisan Members of Congress and NASAA Declare Support for SEC’s Proposed Modernization of Rules to Facilitate Intrastate...

On October 7, 2016, a bipartisan contingent of members of the U.S. House of Representatives and the president of the North American Securities Administrator Association (NASAA) coordinated a duel message to the SEC regarding...more

SEC’s Proposed Rules for Expedited Settlement May Impact Long-Standing Exception for Firm Commitment Offerings

The SEC has agreed to propose rules that would shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (also known as T+3 settlement) to two business days after...more

ZAG-S&W Provides U.S. Legal Advice to Medigus Ltd. in Offering of ADSs

A ZAG-S&W Team served as U.S. counsel to Medigus Ltd. (NASDAQ: MDGS) (TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, in definitive...more

U.S. House of Representatives Pass the Accelerating Access to Capital Act

Earlier today, the U.S. House of Representatives passed the Accelerating Access to Capital Act aimed at facilitating the formation of capital for U.S. small businesses. The measure is a package of three bills: H.R. 4850 –...more

Good-Bye to Wyatt Earp and More on 1MDB

Wyatt Earp died this week. Not the original Wyatt Earp who died in 1929 but the Wyatt Earp of my lifetime, who was actor Hugh O’Brian. O’Brien portrayed Earp in the long running television series Wyatt Earp which ran in the...more

Brexit: Some Initial Thoughts on Prospectus Requirements for Issuers Offering Financial Securities in the UK/EU

The United Kingdom has voted in a referendum by a narrow majority to leave the European Union (“Brexit”). The outcome of the referendum will have far-reaching consequences on financial markets and international capital...more

A New Path to Capital Opens for North Carolina Businesses

The NC PACES Act: “Providing Access to Capital for Entrepreneurs and Small Business” is expected to be signed into law very soon. After years in the making, “intrastate” crowdfunding is coming to North Carolina. ...more

Practice Pointers on Shelf Offerings by Business Development Companies

Overview - Business development companies (“BDCs”) are U.S. publicly held investment funds that invest primarily in private and thinly traded public U.S. businesses. BDCs have generally faced capital raising challenges...more

Equity For The Crowd

On May 16, 2016 the long awaited Crowdfunding rules became final. In some 680 pages of regulations, not to mention the length of the text of the enabling law, Congress and securities regulators have sought to balance the...more

Financial Services Weekly News - June 2016 #3

Regulatory Developments - OFAC Updates Frequently Asked Questions Regarding Lifting Sanctions on Iran - On June 8, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) updated its...more

Final MNvest Rules Adopted

On June 13, the final administrative rules implementing the MNvest intra-state crowdfunding exemption were adopted. The MNvest Rules were first proposed back in November of 2015. Yesterday's publication in the Minnesota...more

OTC Markets, Inc. Asks SEC To Open Regulation A+ to Reporting Issuers

On June 6, 2016, the OTC Markets Group Inc., the entity operating three major over-the-counter marketplaces (“OTC”), submitted a rulemaking petition to the SEC. The petition asked the SEC to amend Regulation A+ to allow...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 6

Structured Notes Offered on an Agency Basis - In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more

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