Prospectus

News & Analysis as of

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

Crowdfunding and Other New Prospectus Exemptions Proposed by the Ontario Securities Commission

On March 20, 2014, the Ontario Securities Commission (OSC) published for public comment four new prospectus exemptions intended to facilitate capital raising while maintaining investor protection. The proposed exemptions...more

FINRA Files Proposed Amendments to Communications Rules

FINRA filed with the SEC proposed amendments to FINRA Rule 2210, related to communications with the public, and FINRA Rule 2214, which sets forth requirements for the use of investment analysis tools (the “Amendments”). ...more

Prospectus Exemption for Distributions to Existing Security Holders

On March 13, 2014, Canadian securities regulators in all jurisdictions except Ontario and Newfoundland and Labrador adopted a prospectus exemption for issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture...more

IIROC Proposes Guidance for Underwriting Due Diligence

The Investment Industry Regulatory Organization of Canada (IIROC) published proposed guidance on March 6, 2014, setting forth nine key principles for underwriting due diligence....more

Supreme Court Will Decide Deadline for Prospectus Class Actions

Last Monday the Supreme Court decided to hear Public Employees’ Retirement System of Mississippi v. IndyMac MBS, Inc. (No. 13-640) to resolve when investors can rely on pending class actions to litigate claims of false or...more

CSA Proposes Amendments to Accredited Investor and Minimum Amount Investment Prospectus Exemptions

On February 27, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions. The proposed amendments, if adopted, would...more

Crowdfunding Alert: OSC Releases Progress Report On Review Of Capital Raising Prospectus Exemptions

The Ontario Securities Commission (“OSC”) recently released OSC Notice 45-712 – Progress Report on Review of Prospectus Exemptions to Facilitate Capital Raising (the “Progress Report”), which identifies four capital raising...more

Proposed New Prospectus Exemption for TSX Venture Exchange Companies (Except in Ontario)

On November 21, 2013, the securities commissions of each of the Canadian provinces (except Ontario and Newfoundland and Labrador) issued for comment a new prospectus exemption for companies listed on the TSX Venture Exchange....more

Proposed Prospectus Exemption for Distributions to Existing Security Holders of TSXV Issuers

On November 21, 2013, Canadian securities regulators in all jurisdictions but Ontario and Newfoundland and Labrador published for comment a proposed prospectus exemption for issuers listed on the TSX Venture Exchange (TSXV...more

The Role of Issuer's Counsel In A Bond Issue

Municipalities have their general counsels who handle their normal legal work, including litigation, contracts and labor matters. These lawyers go by different names in different states, such as city attorney, corporation...more

When Do Canada’s Prospectus Requirements Apply? - The Canadian Way – Your Guide to Canada’s Securities Laws: Volume 1, Number 8 –...

It’s no surprise that the prospectus requirements of Canada’s securities laws – that is, the need to use a Canadian prospectus or rely on a prospectus exemption – apply when a Canadian issuer sells securities to investors in...more

Owned

Some of you may be familiar with my various blog posts relating to personal branding. (See below.) This past month, I became aware of what I believe to be a very first in the realm of personal branding: selling stock...more

The Short Field Guide To IPOs

The emerging growth Company - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more

DOL Issues Advisory Opinion Regarding Use of a Mutual Fund “Summary Prospectus” under PTE 77-4

The Department of Labor (the “DOL”) recently issued Advisory Opinion 2013-04A clarifying mutual fund prospectus delivery requirements under section II(d) of Prohibited Transaction Class Exemption 77-4 (“PTE 77-4”). PTE 77-4...more

DOL Issues Advisory Opinion Regarding Use of a Mutual Fund “Summary Prospectus” under PTE 77-4

The Department of Labor (the “DOL”) recently issued Advisory Opinion 2013-04A clarifying mutual fund prospectus delivery requirements under section II(d) of Prohibited Transaction Class Exemption 77-4 (“PTE 77-4”). PTE 77-4...more

Legal Alert: Summary Prospectus May Be Used to Satisfy Prohibited Transaction Exemption 77-4 Prospectus Delivery Requirement

In Advisory Opinion 2013-04A (September 9, 2013), the U.S. Department of Labor (DOL) confirmed that, in satisfying the requirements of Prohibited Transaction Exemption (PTE) 77-4, a summary prospectus may be used in lieu of a...more

The Fundamentals of Initial Public Offerings

This whitepaper is to serve as a useful overview of the process and material considerations that arise when companies conduct an initial public offering of securities. Companies considering an initial public offering should...more

Please Mr. Postman: FINRA Cracks Down on Late Prospectus Delivery

FINRA has been engaged in a “stealth sweep” of firms’ untimely deliveries of mutual fund and ETF prospectuses that has resulted in formal disciplinary proceedings against twelve firms since 2011, and a total of over $5...more

Hong Kong Capital Markets Quarterly News -- July 2013

In This Issue: Consultations; New Listing Decisions; Regulatory Watch; New Guidance Letters; and Enforcement News. Excerpt from Consultations - Exchange’s Consultations on Review of Connected Transaction...more

UK Prospectus Regulations 2013

On May 14, the UK Prospectus Regulations 2013 and an accompanying explanatory memorandum were published. These regulations amend sections of the Financial Services and Markets Act 2000 (FSMA) as part of the implementation of...more

Corporate Aspects of the UK Financial Services Act 2012

Long-heralded reform of the UK financial services regulation architecture impacts the listed company regime. On 1 April, a new financial regulation architecture became operative in the UK through the Financial...more

Governance & Securities Law Focus: Europe Edition - April 2013

In This Issue: - EU DEVELOPMENTS ..European Securities and Markets Authority (“ESMA”) Publishes an Update of the Committee of European Securities Regulators (“CESR”) Recommendations Regarding Mineral...more

ESMA Publishes Draft Standards for Prospectus Supplements

Aim of proposed regulatory technical standards and consultation paper is to clarify the list of events that will trigger the automatic requirement for a supplement....more

The FSA and ESMA Get Technical on Prospectuses

The Prospectus Directive (the “PD”) and the Prospectus Directive Regulation (the “PD Regulation”) were recently amended, in each case with effect from 1 July 2012. These new rules introduced a number of significant changes...more

31 Results
|
View per page
Page: of 2