News & Analysis as of

Safe Harbors Corporate Issuers

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: The “Issuer Exemption” from Broker-Dealer Licensing

When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: Presumptive Underwriters

Most of us think of an underwriter as a brokerage company that helps an issuer with their initial public offering (IPO). Underwriters use their knowledge of the securities market to structure, price, and sell the securities....more

DarrowEverett LLP

Using an Unregistered Broker-Dealer for Capital Raising is a Risky Proposition

DarrowEverett LLP on

One of the most overlooked and problematic issues concerning capital raising by small businesses, venture capital funds, and private equity funds is the use of “finders” to assist issuers with raising capital. Those who act...more

Foster Swift Collins & Smith

Do I Need a Private Placement Memorandum to Raise Investment Capital?

The short answer is that it depends, but it is usually advisable and sometimes required. Let’s dig deeper. Initially, let’s discuss what a PPM is. A PPM is a document that discloses information regarding the company that is...more

Whitman Legal Solutions, LLC

SEC Simplifies Rule 506(c) Investor Verification for Repeat Investors

On November 2, 2020, the Securities and Exchange Commission (SEC) amended several rules to harmonize requirements for exempt offerings, which will be effective in 2021 (60 days after publication in the Federal Register). The...more

Foley & Lardner LLP

SEC Chairman and OMS Director Issue Public Statement on Importance of Disclosure to Municipal Securities Market in Light of...

Foley & Lardner LLP on

On May 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) released a Public Statement (the “Statement”) from Chairman Jay Clayton and Rebecca Olsen, Director of the SEC’s Office of Municipal Securities (“OMS”),...more

Whitman Legal Solutions, LLC

SEC Proposes New Regulation for Integration of Offerings

Suppose you are planning a private musical soiree where a famous string quartet will perform. You have a core group of friends and families who regularly attend these intimate gatherings, and you expect that they will jump at...more

Allen Matkins

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering...more

Mayer Brown Free Writings + Perspectives

Modernizing Communications Safe Harbors

Time and technology often conspire to make our existing views and approaches seem dated. It’s inevitable, and such is the case with the regulations that address permissible communications by issuers. ...more

Mayer Brown Free Writings + Perspectives

Social Media Compliance Guide For Issuers, Broker-Dealers, And Advisers

[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Legislation Will Benefit Business Development Companies While Closed-End Funds Remain in Limbo

On March 23, 2018, President Donald Trump signed the Consolidated Appropriations Act of 2018 into law. This legislation includes the Small Business Credit Availability Act (SBCA), which contains numerous changes to...more

Allen Matkins

Control Persons And Underwriter Status

Allen Matkins on

Yesterday's post concerned someone who allegedly bragged about being in control of an issuer, but not taking a formal position with the issuer so as to avoid the volume limitations under Rule 144. Despite this alleged...more

Allen Matkins

New Rule 147A And Amendments To Rule 147 Are Now Effective

Allen Matkins on

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A. See Will New Rule 147A Lead To A...more

Morrison & Foerster LLP

SEC Completes JOBS Act Rulemaking with Amendments to Exchange Act Registration Rules

The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

16 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide