Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more
The organizers of an initial coin offering (ICO) recently won dismissal of an investor’s fraud claims by establishing that their public risk disclosures negated the investor’s claims of reliance on alleged misstatements. The...more
On September 30, 2022, the SEC charged Jonathan William Mikula and five other individuals with securities fraud for promoting securities without disclosing their compensation. The issuers of those securities also were charged...more
Under the Securities Act of 1933 (1933 Act), all securities offerings must be registered with the SEC unless there is an exemption. Registering securities is a costly and time-consuming process requiring SEC review and...more
On September 28, 2021, companies trading in the United States over-the-counter securities markets (“OTC Markets”) that do not comply with amended Rule 15c-211 will no longer be eligible for quotation on the OTC Markets,...more
SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more
While SEC FinHub’s new framework announced last week for identifying crypto-securities suggests continued resistance for those using digital assets to access capital markets, an SEC no-action letter issued the same day to...more
Initial coin offerings (ICOs), token pre-sales, and similar sales of blockchain-based coins and tokens are quickly becoming an important fundraising option, and an important method of attempting to seed a token-based platform...more
The Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published a study recently that reviews, among other things, the performance of and the returns of investing in OTC stocks. The...more
The SEC’s Division of Corporation Finance released four new compliance and disclosure interpretations (C&DIs) on November 17th addressing aspects of offerings under Regulation A and Regulation D. The staff’s new...more
In connection with the SEC meeting of the Advisory Committee on Small and Emerging Companies, the SEC posted a presentation which deals in part on secondary trading of Regulation A+ securities. Among other things, it includes...more
Regulatory Developments - OFAC Updates Frequently Asked Questions Regarding Lifting Sanctions on Iran - On June 8, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) updated its...more
The States of Montana and Massachusetts had previously challenged Regulation A+’s preemption of state securities registration and qualification requirements in Tier-2 offerings. The United States Court of Appeals for the...more
On June 6, 2016, the OTC Markets Group Inc., the entity operating three major over-the-counter marketplaces (“OTC”), submitted a rulemaking petition to the SEC. The petition asked the SEC to amend Regulation A+ to allow...more
Newly adopted exemption to securities registration requirements may offer new capital raising opportunities for developing companies - A company that seeks to raise capital by offering or selling securities to potential...more
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
The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more
Montana has joined Massachusetts in a challenge to Regulation A+ adopted pursuant to the JOBS Act. The Montana and Massachusetts cases have been consolidated....more
The Committee discussed: Regulation A+; secondary market trading for private securities; venture capital exchanges; and the accredited investor definition....more
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
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
This week’s announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention. David Lynn writing in Broc’s Blog took special note...more
At the end of last week, the North American Securities Administrators Association (NASAA) submitted another comment letter on Reg A+, which now (given the SEC open meeting notice) seems particularly well timed. The NASAA...more