News & Analysis as of

First Issuer Completes NASAA Coordinated Review Program

There has been somewhat of a controversy surrounding the SEC’s rulemaking in connection with Regulation A+ under the JOBS Act. Should larger Tier 2 offerings preempt state blue sky regulation (my preference) or be subject to...more

Global Crowdfunding Site Consents to SEC Censure

Last week, the Securities and Exchange Commission censured Eureeca Capital SPC, an online, securities-based crowdfunding site incorporated in the Cayman Islands, for failing to implement procedures “reasonably designed” to...more

Non-Enforcement

When the U.S. Congress passed the crowdfunding exemption under the Jumpstart Our Business Startups Act (the “Jobs Act”) in 2012, there was much anticipation and optimism for the ability of issuers of securities to be able to...more

SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use

On October 2, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding whether an issuer of securities may use its own website or social...more

Recent SEC Interpretations Facilitate Intrastate Crowdfunding

The SEC has recently issued interpretations regarding Rule 147. This rule provides a safe harbor under Section 3(a)(11) of the Securities Act of 1933, as amended, which exempts from federal registration securities offered...more

New C&DI Published on Intrastate Exemption

Last week, the SEC Staff posted the following C&DI relating to Rule 147 compliance when an issuer uses its own website in connection with a securities offering....more

Blog: SEC Staff Issues CDI Regarding Use Of The Internet In Connection With Intrastate Offerings — How Feasible Is It?

The SEC staff has posted another new CDI regarding internet communications, this one advising how issuers may conduct intrastate offerings under Rule 147 and still use the internet to communicate offers. The question is...more

Regulation AB II

On August 27, the Securities and Exchange Commission (“SEC”) adopted long-awaited revisions to Regulation AB and other rules applicable to the offering of publicly issued asset-backed securities (“ABS”). These revisions...more

SEC Adopts Regulation AB II

On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the...more

Eastern District Court of Texas Holds that Bitcoin Investments Are Securities

On August 26, the U.S. District Court for the Eastern District of Texas held that the Bitcoin investments at issue are “investment contracts” and “securities” within the meaning of the Securities Act of 1933 and the Exchange...more

At Long Last—SEC Adopts Final Regulation AB II

On August 27, 2014 the Securities and Exchange Commission (the “SEC”) approved final rules relating to asset-backed securities (“ABS”) disclosure and registration (the “Final Rules”). The Final Rules are contained in a final...more

Final REG AB Rules: Man Bites Dog

I am congenitally pessimistic and some have, shockingly, called me cynical. Early last week, while we waited for Reg AB, I would have bet more than a dollar that there would have been a number of things in this final Rule...more

SEC Adopts Final Credit Rating Agency Rules

The SEC adopted new rules and rule amendments (collectively, the “Final Rules”) that impose a range of additional requirements on credit rating agencies registered as nationally recognized statistical rating organizations...more

New Regulation AB II and NRSRO Rules Released

The U.S. Securities Exchange Commission (the “SEC”) released new Regulation AB II Rules (the “Reg AB Rules”) and regulations relating to credit rating agencies (“the NRSRO Rules”) on August 27, 2014. The Reg AB Rules1 revise...more

SEC Adopts Revisions to Asset-Backed Securities Regime

The SEC announced that it adopted new rules and rule amendments (collectively, the “Final Rules”) that revise the offering process, disclosure and reporting requirements for publicly-offered asset-backed securities (“ABS”). ...more

10th Circuit Relies On Earnings Release and Compliance with Regulation S-K to Reject Claim of Material Omissions in Public...

In United Food and Commercial Workers Union Local 880 Pension Fund v. Chesapeake Energy Corporation, the U.S. Court of Appeals for the Tenth Circuit affirmed a lower court’s dismissal of the complaint on a motion for summary...more

This Week In Securities Litigation (Week ending July 3, 2014)

In a holiday shortened week, dark pools were again a focus for regulators. This week FINRA sanctioned Goldman Sachs in connection with the operation of its dark pool....more

Bitcoin Investment Vehicles Beware – The SEC is Watching

The Securities and Exchange Commission (SEC) recently charged the co-owner of two Bitcoin-related websites for publicly offering shares in the ventures without registering the securities under the Securities Act of 1933 (the...more

SEC Approval of Amendments to FINRA Corporate Financing Rules Will Reduce Burdens on Parties in Public Offerings

The SEC recently approved amendments to simplify and refine the scope of FINRA corporate financing and underwriter conflicts of interest rules. The amendments include modifications that will affect not only underwriters and...more

SEC, Bitcoin and Unregistered Offerings

Bitcoin has been a much discussed item recently. The virtual currency is a digital representation of value that is traded and can serve as a medium of exchange. There are websites that use it. At one time there was a stock...more

Recent Developments for Intrastate Crowdfunding and Social Media Use

In June 2013, the N.C. House of Representatives approved HB 680, the Jumpstart Our Business Startups Act (NC JOBS Act) by an overwhelming bipartisan vote of 103-1. Designed to utilize the “intrastate offering” exemption found...more

Privacy Concerns and the Proposed Reg AB II Revisions Relating to Asset Level Data

In February 2014, the Securities and Exchange Commission (SEC) once again re-opened the comment period with respect to proposed revisions to Regulation AB relating to the disclosure of asset-level data after receiving many...more

Status, under the Registration Requirements of the Securities Act of 1933, of Intrastate Crowdfunded Offerings, and the Use by an...

Securities that are offered and sold only to residents of a single state by a company “resident and doing business” in that state are exempt from registration with the Securities and Exchange Commission under Section 3(a)(11)...more

Crowdfunding: It’s Coming to Texas

In late April, the Texas Securities Board issued proposed regulations that would allow crowdfunding in intrastate transactions in Texas. The word on the street is that the proposed regulations will become final in August...more

New SEC Guidance Regarding Social Media; Proposed Clarifications to Delaware Law for Mergers Following a Tender Offer; Change in...

Social media is becoming a desirable tool for companies to communicate with their shareholders and potential investors. Over the last few years, the Securities and Exchange Commission (“SEC”) has issued guidance on how SEC...more

45 Results
|
View per page
Page: of 2