News & Analysis as of

Regulation D

Access to Capital and Liquidity

The SEC’s Division of Economic and Risk Analysis (DERA) recently produced a Report to Congress regarding the impacts of the Dodd-Frank Act on access to capital for consumers, investors, and businesses, and market liquidity. ...more

Securities Rules for Private Equity Financings

by Hinshaw & Culbertson LLP on

In order to sell securities (notes, common stock, preferred stock, membership interests in an LLC), a company must either register the sale under federal and state securities laws or find an exemption from such registration...more

Interesting Facts About U.S. Private Placements

by Dorsey & Whitney LLP on

This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...more

What Startups Need to Know About the Revised Reg D

Startups need funding, and most startups want to raise money with as little legal red tape as possible. But when a startup takes investment money, it is issuing securities, and federal securities laws generally require a...more

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

by Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Good Choice: Important Capital Formation Reforms in Financial CHOICE Act of 2017 Passed by House

by Farrell Fritz, P.C. on

On June 8, 2017, the House of Representatives passed the Financial CHOICE Act of 2017 on a vote of 233-186. Congress loves acronyms, and here “CHOICE” stands for Creating Hope and Opportunity for Investors, Consumers and...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Wish Lists

Many groups have come forward in recent weeks with their lists of regulations that should be reviewed or amended, as well as their list of areas that merit close review in light of the potential burdens that may be imposed by...more

Five Things to Consider Before Launching a Crowdfunding Offering

by Smith Anderson on

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments...more

Committee Recommendations for U.S. Public Equity Markets

The Committee on Capital Markets Regulation released a report setting forth certain recommendations that are intended to revive the public equity markets. The report cites certain statistics regarding equity capital markets...more

Press Releases Sink Private Offering

The opinion of the SEC in KCD Financial Inc. upholds a FINRA disciplinary action against a FINRA member broker-dealer that sold securities in a private placement when no exemption from registration was available....more

NCUA Requests Public Comment on Use of Alternative Capital for Credit Unions

The National Credit Union Administration (“NCUA”) has issued an Advanced Notice of Proposed Rulemaking (the “Rulemaking”) addressing the use of alternative capital for federally insured credit unions (“FICUs”)....more

SEC Releases White Paper on Crowdfunding

On February 28, 2017, the SEC released a white paper analyzing crowdfunded offerings during the first six months following the effective date of Regulation Crowdfunding (May 16, 2016). The white paper noted that crowdfunding...more

Regulation D Battlefield Heating Up as Acting Chairman Piwowar Suggests Doing Away with Concept of Accredited Investors

On the same day that President Trump signed an Executive Order instructing federal agencies to create task forces designed to identify regulations for potential elimination, Michael Piwowar, Acting-Chairman of the Securities...more

SEC Speaks Acting Chair Piwowar’s Remarks

At today's, February 24, 2017, Practising Law Institute SEC Speaks annual program, Acting Chair Piwowar made opening remarks. During his wide-ranging discussion, Acting Chair Piwowar, inspired by William Graham Sumner’s the...more

The Financial Report, Volume 6, Number 2

by DLA Piper on

Discussion and Analysis - Last week, Mary Jo White delivered her “farewell address” to The Economic Club of New York upon the completion of her term as the 31st Chair of the Securities and Exchange Commission. Her...more

Touched by an Angel – The HALOS Act

On January 10, 2017, the House of Representatives passed “Helping Angels Lead Our Startups Act” (the “HALOS Act”), which is intended to ease formal restrictions on general solicitation. The HALOS Act still needs to be...more

"Trump's Focus on Deregulation Could Shape SEC Priorities in 2017"

In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American...more

New Approach for the Assumption of Options in M&A

by Dorsey & Whitney LLP on

A Canadian SEC reporting company that looks to acquire a company with outstanding equity grants in the United States will frequently need to address the question: What alternatives are available for the assumption of the...more

House of Representatives Passes the HALOS Act (Again), But Is It Really Necessary?

On January 10, 2017, the House of Representatives passed H.R. 79, the “Helping Angels Lead Our Startups Act” (the “HALOS Act”). The HALOS Act was originally passed by the House of Representatives as H.R. 4498 on April 27,...more

In Case You Missed It - Interesting Items for Corporate Counsel - December 2016

by Stoel Rives LLP on

As the SEC as we know it labors through its last five weeks, we note the following activities: - Publication last week of 35 CDIs, covering a host of topics, including Regulation S and qualified institutional buyer...more

The Bond Bandwagon

by Murtha Cullina on

Are you ready to jump on the tax-exempt bond bandwagon? Over the last eight years, the landscape of tax-exempt bond financing has changed and more and more bonds are being sold directly to banks across the nation....more

New SEC Rules Facilitate Regional and Intrastate Private Placements

by Burns & Levinson LLP on

New Sec Rules Facilitate Regional And Intrastate Private Placements - On October 26, 2016 the Securities and Exchange Commission (the “SEC”) adopted final rules in order to modernize certain capital-raising options that...more

Revised Rule 504: Another Tool in the Toolkit to Raise Capital

by Mintz Levin on

If there is one common theme that entrepreneurs tend to have, it is fire – meaning, many entrepreneurs are passionate about an exciting idea that they seek to turn into a business. However, entrepreneurs often quickly realize...more

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

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