News & Analysis as of

SEC Settles Spoofing, Unregistered Broker Charges

High speed trading and its impact on the markets is the topic de jour. Author Michael Lewis claims the markets are “rigged,” a statement which no doubt will help sell his latest book centered on high speed trading. Now the...more

SEC Sanctions Non-U.S. Firm for Failing to Register as Broker-Dealer/Adviser

The SEC charged a non-U.S. multi-national financial institution with a large U.S. presence with violating federal securities laws by providing brokerage and investment advisory services to U.S. clients without registering...more

Corporate and Financial Weekly Digest - Volume IX, Issue 12

In this issue: - Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder - Amendments to Uniform Branch Office...more

Private Company M&A Brokers Exempt from SEC Registration

The SEC has granted relief to Mergers and Acquisitions (M&A) advisory firms to allow them to facilitate private company M&A transactions and receive transaction-based fees without registering as broker-dealers. It has long...more

M&A Brokers for Private Companies Need Not Register with the SEC

The staff of the SEC recently issued a no-action letter permitting an "M&A Broker" to advise on and be compensated in connection with the purchase and sale of a privately held company without registering as a broker-dealer...more

SEC Recently Issued a No-Action Letter Exempting Private Company M&A Brokers From Registration With the SEC as Broker-Dealers

The staff of the Division of Trading and Markets of the Securities and Exchange Commission (the "SEC") recently issued a No-Action Letter[1] that should reduce significantly the registration burdens upon certain brokers and...more

Securities Regulator “Surprised and Offended” By SEC’s Regulation A+ Proposal

Section 401 of the JOBS Act directs the Securities and Exchange Commission to adopt rules exempting offerings of up to $50 million of securities annually from the registration requirements of the Securities Act of 1933, as...more

The SEC Provides Significant Relief from Registration Requirements for M&A Brokers

On January 31, 2014, the Securities and Exchange Commission (SEC) issued an important no-action letter in which the staff of the SEC’s Division of Trading and Markets declared that it would not recommend enforcement action...more

Credit Suisse Admits Securities Law Violations

Another example of the Commission’s new and evolving ad hoc admissions policy emerged from the settlement of an administrative proceeding with Credit Suisse Group AG. In the Matter of Credit Suisse Group AG, File No. 3-15763...more

SEC No-Action Letter Exempts M&A Brokers from Federal Registration Requirements

On February 3, 2013, the Security and Exchange Commission's (SEC) Division of Trading and Markets publically issued a significant no-action letter advising that M&A brokers do not need to register as broker-dealers to...more

"SEC Provides No-Action Relief to M&A Brokers in Connection With Broker-Dealer Registration Requirements"

On January 31, 2014, the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (as revised on February 4, 2014, the “No-Action Letter”) that permits...more

SEC Issues No-action Relief Regarding Registration of M&A Brokers

The Securities and Exchange Commission Division of Trading and Markets (Division) issued no-action relief on January 31, in response to a request from attorneys on behalf of firms effecting securities transactions in...more

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more

M&A Brokers Exempt from SEC Broker-Dealer Registration Requirements

On January 31, 2014, the U.S. Securities and Exchange Commission’s (SEC) Division of Trading and Markets issued a No-Action Letter (Letter)1 that allows a private business broker (M&A Broker) to receive transaction-based...more

Private Company M&A Brokers Don’t Need to Register With the SEC as Broker-Dealers

On January 31, 2014, the SEC issued a ground-breaking no-action letter, taking the position that a financial intermediary that limits its business activity to advising privately held companies in M&A transactions need not...more

New SEC Municipal Advisor Registration Rules

SEC delays implementation of certain new Municipal Advisor Rules until July 1, 2014 - Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) amended Section 15B of the...more

SEC Issues Guidance on Municipal Advisor Rules

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires municipal advisors to register with the Securities and Exchange Commission (“SEC”). On September 20, 2013, the SEC adopted final rules governing...more

SEC Issues Frequently Asked Questions Regarding Municipal Advisor Registration Rules

The SEC’s Office of Municipal Securities has released a list of frequently asked questions and answers (the “FAQ”) that presents its views regarding various aspects of the SEC’s municipal advisor registration rules (the...more

Crowdfunding: SEC Proposes to Exempt From Registration Internet Offerings Up to $1 Million

Late in 2013, the Securities and Exchange Commission (SEC) proposed new rules that would, if approved, authorize the use of the Internet for so-called crowdfunding campaigns seeking up to $1 million per 12-month period from...more

In Case You Missed It - Interesting Items for Corporate Counsel - January 2014

The SEC last month proposed Regulation A+ rules, which provide for capital raises of up to $50 million without a full-blown registration statement. Summaries of the proposed rules abound (e.g., here), but a few high points of...more

The SEC Adopts Final Registration Regime and Record-Keeping Obligations for Municipal Advisors

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Securities and Exchange Commission (the “SEC” or Commission”) adopted on September 20, 2013 final rules and forms...more

Upcoming Municipal Advisor Temporary Registration Deadline

The U.S. Securities and Exchange Commission (the “SEC”) recently adopted a Final Rule to establish a permanent registration regime for Municipal Advisors as required to implement the provisions of the Dodd-Frank Wall Street...more

SEC Issues Proposed Rule on Amendments to Regulation A

On December 18, the SEC proposed rule amendments to Regulation A implementing Section 401 of the JOBS Act directing the SEC to exempt annual offerings of up to $50 million from registration. The comment period will close 60...more

Are You a Foreign Private Issuer?

As part of its long-standing policy to encourage foreign companies to access the U.S. capital markets, the United States Securities and Exchange Commission (SEC) historically has made significant regulatory accommodations to...more

No Easy A: SEC Proposes Rules For Regulation A+

In the last of its major rulemaking proposals under the JOBS Act, on December 18, 2013, the U.S. Securities and Exchange Commission (SEC) voted to publish proposed rules to modify and develop Regulation A, the so-called (and...more

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