Did you know that the Canada-U.S. multijurisdictional disclosure system (MJDS) includes an SEC form that does not include any minimum market capitalization requirement, and can be used to complete a public offering of...more
On September 26, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B and related amendments under the Securities Act to expand the permitted use of “testing-the-waters” communications to all companies...more
The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more
The Financial Industry Regulatory Authority, Inc. filed proposed amendments to FINRA Rule 5110 (Proposed Rule Change) with the Securities and Exchange Commission on April 11, 2019.1 Rule 5110 (Rule) imposes certain...more
On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more
The Securities and Exchange Commission (SEC) last week adopted a final rule amending Regulation A to broaden eligibility for its exemption from full SEC registration. ...more
The Securities and Exchange Commission (SEC) adopted final rules to allow reporting companies to rely on the Regulation A exemption to conduct securities offerings of up to $50 million in a 12-month period without Securities...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
On June 8, 2017, the House of Representatives passed, by a 233-186 party-line vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features...more
The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more
Existing Article 63 Exemption Operators will be subject to new obligations and duties starting March 1, 2016. Beginning March 1, 2016, the amendments to the exemption concerning the Special Business Activities for...more
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
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
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
FINRA, the largest independent regulator for all securities firms doing business in the United States, has released a set of FAQs relating to its review of public securities offerings filed on its Public Offering Filing...more