The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more
Economic uncertainty is driving some public companies to weigh the advantages of exiting the SEC disclosure regime by deregistering, or “going dark.” Public companies affected by market conditions and overwhelmed by the...more
This white paper discusses considerations related to conducting a token offering under Regulation A under the Securities Act of 1933 (the “Securities Act”). The benefit of this strategy is that it can allow broad...more
SEC adopts final rules to allow reporting companies to use Regulation A to conduct unregistered securities offerings. Reporting companies may use Regulation A to conduct securities offerings of up to $50 million in a...more
Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more
SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports. SEC Adopts Rules for Public Companies to Use Regulation A - Keeping up with the...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
On December 19, 2018, the Securities and Exchange Commission issued final rules to permit reporting companies under the Securities Exchange Act to offer securities under Regulation A (affectionately referred to often as...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
This article expands upon a recent overview of the securities law exemptions commonly used for investment crowdfunding campaigns. The six distinct exemptions or "paths" outlined below are the most commonly used by...more
If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more
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
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
Overview - On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more
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
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
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
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
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
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
Regulation A currently permits issuers to conduct a limited-scale public offering and subjects issuers that use it to a lighter compliance burden as compared with larger public offerings. However, because of the costs of...more