News & Analysis as of

Safe Harbors Securities and Exchange Commission (SEC) Securities Act of 1933

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

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

Seward & Kissel LLP

SEC Adopts Climate-Related Disclosure Regulations

Seward & Kissel LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change.  The new rules, which the SEC originally proposed in March 2022,...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

Cozen O'Connor

Final Rules on Special Purpose Acquisition Companies, Shell Companies, and Projections

Cozen O'Connor on

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted the final rules intended to augment investor protections in initial public offerings by special purpose acquisition companies (SPACs) and in subsequent...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Dorsey & Whitney LLP

The First Criminal Rule 10b-5-1 Case

Dorsey & Whitney LLP on

The Commission created Rule 10b5-1 plans two decades ago. The rule essentially creates a safe haven for those who in good faith trade securities and are not in possession of inside information....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

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Bilzin Sumberg

SEC Proposes Rules Governing SPACs and De-SPAC Transactions

Bilzin Sumberg on

The Special Purpose Acquisition Company (“SPAC”) market is facing both a new set of rules and amendments to rules already in place under the Securities Act of 1933 and Securities Exchange Act of 1934.  Last month, the U.S....more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Enhancement and Standardization of Climate-Related Disclosures for Investors: Securities and Exchange Commission Proposed Rule

The Securities and Exchange Commission (“SEC”) announced a proposed rule on March 21st that would mandate that domestic or foreign registrants include certain climate-related information in registration statements and...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Regulation S

Here’s the deal: Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S....more

Husch Blackwell LLP

SEC Revises Integration Framework And Its Associated Safe Harbors

Husch Blackwell LLP on

The Securities and Exchange Commission (SEC) recently published extensive rules to modernize the private placement framework of the federal securities laws. On March 15, 2021, the Final Rules became effective. The SEC goal...more

Fenwick & West LLP

House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements

Fenwick & West LLP on

The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more

Kilpatrick

Recent Amendments to Exempt Offering Rules Include Significant Updates to “Integration” Framework

Kilpatrick on

On March 15, 2021, several previously-announced amendments to the Securities and Exchange Commission’s exempt offering rules took effect. The rule changes, which were first announced in November 2020, are designed, in the...more

Husch Blackwell LLP

Modernizing The Private Placement Framework: A Summary Of Recent SEC Rulemaking

Husch Blackwell LLP on

The Securities and Exchange Commission (SEC) recently published extensive rules aimed toward modernizing aspects of the private placement framework of the federal securities laws. On January 14, 2021, the Final Rules were...more

Whitman Legal Solutions, LLC

Simplified Rule 506(c) Investor Verification Takes Effect March 15

Although few might think of securities laws as “simple,” sometimes, laws are more complicated than necessary. That has been the case with accredited investor verification under Rule 506(c). But that will change when a new...more

Amundsen Davis LLC

SEC Promotes Capital Formation And Expands Investment Opportunities With Amendments To Accredited Investor Definition

Amundsen Davis LLC on

In an effort to provide companies with greater access to capital and to expand investment opportunities for certain investors, the U.S. Securities and Exchange Commission recently expanded the definition of an “accredited...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to Rule 144 and Form 144

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more

Sullivan & Worcester

SEC proposed changes to Form 144 and other aspects of Rule 144

Sullivan & Worcester on

The SEC has proposed amendments that would mandate electronic filing of Form 144 (currently it may be filed either by mail or electronically), eliminate the requirement to file a Form 144 with respect to sales of securities...more

Foley & Lardner LLP

SEC Proposes Amendments to Rule 144 and Form 144

Foley & Lardner LLP on

On December 22, 2020, the Securities and Exchange Commission voted to propose an amendment to Rule 144 under the Securities Act of 1933 to revise the holding period determination for securities acquired upon the conversion or...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Amendments to Modernize MD&A and Other Financial Disclosure Requirements

On November 19, 2020, the U.S. Securities and Exchange Commission (SEC) announced that it voted to adopt amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, including...more

McGuireWoods LLP

SEC Simplifies the Exempt Offering Framework

McGuireWoods LLP on

On Nov. 2, 2020, the U.S. Securities and Exchange Commission (SEC) adopted final rules to “simplify, harmonize, and improve” the current exempt offering framework for the benefit of investors, emerging companies and more...more

Hinshaw & Culbertson LLP

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

Hinshaw & Culbertson LLP on

The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...more

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