Offerings

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Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

Amendments To "Regulation A" - A Step Towards a Middle Ground in Smaller Company Capital Formation

The Securities and Exchange Commission (Commission) recently proposed rules amending Regulation A. Regulation A currently allows an exemption from federal registration under the Securities Act of 1933 (the Securities Act) for...more

SEC Issues Proposed Rule on Amendments to Regulation A

On December 18, the SEC proposed rule amendments to Regulation A implementing Section 401 of the JOBS Act directing the SEC to exempt annual offerings of up to $50 million from registration. The comment period will close 60...more

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

Does The SEC’s Regulation A Proposal Defy Congress’ Clear Intent?

This week’s announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention. David Lynn writing in Broc’s Blog took special note...more

NASAA on Reg A+

At the end of last week, the North American Securities Administrators Association (NASAA) submitted another comment letter on Reg A+, which now (given the SEC open meeting notice) seems particularly well timed. The NASAA...more

New Laws Bring California into Alignment with U.S.

Starting in 2012, a variety of new laws passed that directly affect California businesses. There were new filing requirements for exempt securities offerings involving real estate, changes to the rights of dissenting...more

Access To The U.S. Capital Markets By Foreign Issuers: A Guide To Rule 144A And Regulation S Offerings

Public and private entities can access the U.S. capital markets without registering the offering with the U.S. Securities and Exchange Commission (SEC) by issuing securities under Rule 144A and/or Regulation S of the U.S....more

TSX-V Extends Temporary Relief Measures For Private Placements

As recently announced in a Corporate Finance Bulletin and Notice to Issuers (the “Bulletin”), the TSX Venture Exchange (“TSX-V”) has extended until April 30, 2013 three temporary measures (the “Relief Measures”) designed to...more

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