Public Offerings

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In Case You Missed It - Interesting Items for Corporate Counsel - November 2015

The SEC has finally adopted Regulation Crowdfunding, here, which was required by the Capital Raising Online While Deterring Fraud and Unethical Non-Disclosures Act of 2012 (. . . seriously). Its 686 pages belie the elegant...more

SEC Finally Adopts “Regulation Crowdfunding”

The SEC’s final crowdfunding rules, which are largely consistent with the proposed rules, provide broader access to capital for startups and small businesses, though concerns over cumbersome disclosure and regulatory...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933.  That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from...more

SEC Issues Final Rule on Crowdfunding, Proposes Amendments to Existing Rules to Facilitate Small Business Capital Raising

Last week, the U.S. Securities and Exchange Commission (SEC) adopted the final rule permitting crowdfunding, permitting investors to purchase securities over the Internet using a crowdfunding exchange, on October 30, 2015....more

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

Blog: Corp Fin Director Highlights Recent Issues In Public Offerings

At PLI’s Securities Regulation Institute this morning, Corp Fin Director Keith Higgins highlighted* some recent issues the staff has identified in the context of public offerings....more

The Small IPO

There have been any number of economic analyses demonstrating that the public markets remain inhospitable to smaller IPOs and blog posts (many, ours) lamenting the absence of smaller IPOs. Recently, in preparing for a...more

Financial Services Weekly News - October 2015 #3

Regulatory Developments: FINRA Requests Comment on Rules Relating to Financial Exploitation of Vulnerable Adults - On Oct. 15 FINRA published Regulatory Notice 15-37, requesting comment on proposed amendments to...more

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

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more

Check the Cooperative System’s Regulation of Prospectus Offerings and Continuous Disclosure: Like It So Far?

The revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (Initial Regulations and, together with the CMA, the Consultation Drafts) have...more

Raising Capital? Don’t Forget about SEC Filings (It’s Not as Difficult as It Sounds)

The mention of "securities law and regulations" is a common, but daunting phrase that many entrepreneurs hear when they are attempting to raise money from investors for their companies. Under federal securities laws, any sale...more

FINRA Publishes FAQs Regarding Research Conflicts of Interest in the Offering Process

In late May, FINRA published a set of Frequently Asked Questions regarding its equity research rule, which address interactions between issuers, research analysts, and investment bankers in various stages of the offering...more

SEC Busts Overseas Social Media Fraud

A settled SEC enforcement action describes an alleged interesting social media fraud. Two defendants that reside in India were alleged to have been behind the fraud. According to the SEC the scheme was an online...more

Global Tax News: Belgium Adopts New Fiscal Measures

The Belgian Parliament has adopted a Program Law containing a wide array of fiscal measures. The most salient of these measures are (i) the introduction of a transparency tax regime for physical and legal persons subject to...more

New Italian rules require filing with the Bank of Italy when issuing and offering financial instruments

The new Bank of Italy rules will apply from October 1, 2016. The Bank of Italy has implemented the provisions of article 129 of Legislative Decree no. 385 of 1 September 1993 (the Consolidated Banking Act or CBA) (the...more

Integration of Private and Public Offerings 2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

SEC Expands its Focus in the Municipal Bond Market, Bringing First-Ever Charges Against an Underwriter for Pricing Violations...

Coming on the heels of the SEC’s first wave of settlements with underwriters as part of its Municipalities Continuing Disclosure Cooperation (“MCDC”) initiative, the agency has brought yet another precedent-setting...more

The JOBS Act - The key to a kinder, gentler public offering?

For most companies, making a public offering of their shares is nearly impossible. Historically, this has been the case because the costs and challenges of going public, let alone being public, significantly outweighed the...more

This Week In Securities Litigation (Week ending August 21, 2015)

The Commission filed a settled FCPA action this week centered on hiring relatives of foreign officials tied to a sovereign wealth fund. In addition, the agency filed two actions involving Citigroup – one based on the market...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Teaching An Old Dog New Tricks: Regulation A+ - Final Rules Amending Regulation A And the Creation of a Viable Small Issues...

Early Indications of market impact from Regulation A+ - Historically, Regulation A has been the poor cousin of the Securities Laws exemption from full-blown registration requirements, rarely used. Since the modifications...more

The Luxembourg Supervisory Authority Publishes Helpful Guidance On AIFMD Marketing Rules

The Luxembourg act of 12 July 2013 on alternative investment fund managers (AIFMs) implemented the AIFMD into Luxembourg law (the AIFM Act). The AIFMD is a maximum harmonisation Directive, which means that EU Member States...more

The Supreme Court Addresses Scope of Section 11 Liability for Statements of Opinion

As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more

A User's Guide to Volcker Rule Complexities

Increasingly, we receive questions from prospective investors in covered bonds on whether an investment is prohibited or limited under the Volcker Rule, which was adopted by the various agencies under section 619 of the...more

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