Securities Act of 1933

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
News & Analysis as of

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

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

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...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

Effectiveness Dates Set for Amended Rule 147, New Rule 147A, Amended Rule 504 and Repeal of Rule 505

On October 26, 2016, the SEC adopted final rules (1) amending Rule 147 and Rule 504 under the Securities Act of 1933, as amended (the “Securities Act”), (2) establishing a new Securities Act exemption designated Rule 147A,...more

New JOBS Act Rules Regarding Accredited Investor Determination

New SEC rules mandated by the JOBS Act require that an issuer’s determination of an investor’s “accredited investor” status must be made as of the last day of the issuer’s most recent fiscal year rather than at the time of...more

Small Business Securities Bulletin: 505 Is Not Alive: SEC Adopts New and Amended Rules Governing Intrastate and Small Offerings

As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more

SEC Adopts Rules to Provide More Options for Companies to Raise Capital

The SEC has adopted final rules to address intrastate and small offerings, further expanding and modernizing the manner in which start-ups and other small businesses are able to raise capital. The final rules amend Rule 147...more

When Can a Bondholder Insist on Prompt Payment of Principal or Interest: Recent Developments under the Trust Indenture Act

In December 2014 and January 2015, the United States District Court for the Southern District of New York issued two sets of decisions — Marblegate Asset Mgmt. v. Educ. Mgmt. Corp. and MeehanCombs Global Credit Opportunities...more

SEC Amends Rules Affecting Intrastate and Small Exempt Offerings

On October 26, 2016, the Securities and Exchange Commission (“SEC”) announced amendments to certain rules exempting intrastate offerings and other limited offerings from federal registration requirements. The SEC modernized...more

Revised SEC Rule 504 and Minnesota Offerings

The SEC recently revised Rule 504 of Regulation D to increase the amount of securities that can be offered in any 12-month period from $1,000,000 to $5,000,000. Among other things, Rule 504 allows companies to solicit or...more

New SEC Rules and Their Impact on Securities Offerings

On October 26, 2016, the Securities & Exchange Commission ("SEC") adopted final rules that may have significant impact on local securities offerings made in one state (or, "intrastate" offerings) and offerings of securities...more

Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an...more

Massive Amendments To Rule 147 May Be Approved TODAY!

Almost a year ago, the SEC proposed certain amendments to the current Rule 147 which were intended to help foster, and increase the viability of, Intrastate crowdfunding. While little has been heard about these amendments...more

Why State Registration Of Security-Based Swaps Is Non-Existent

The regulation of “swaps” lies at the intersection of the commodities and securities regulation. In the parlance of commodity regulation, a “swap” is a contract or transaction that provides for a payment dependent on an...more

Capital Markets & Public Companies Quarterly: Potential Shift in SEC’s Proxy Access No-Action Policy and Other New Guidance from...

The third quarter of 2016 saw the US Securities and Exchange Commission (SEC) carry forward its momentum from an active second quarter. Recent developments include new SEC Compliance & Disclosure Interpretations (C&DI) and...more

Limits on 401(k) Plan Brokerage Windows

Many companies have recently modified their 401(k) plans to add a “brokerage window,” sometimes also known as a “self-directed account” or “self-directed brokerage account.” Rather than limiting participants to specified...more

SEC Proposes New Rules Requiring Hyperlinks to Exhibits Filed with Registration Statements and SEC Reports

As part of the Securities and Exchange Commission’s Disclosure Effectiveness Initiative – the SEC's comprehensive project to reevaluate disclosure requirements – the SEC recently proposed new rules that would require...more

The next chapter - A new bond linking financial returns to environmental or social goals could thrive. But securities law...

Shakespeare’s Juliet may not have ascribed great significance to a name but for securities lawyers and market participants alike there is significance to nomenclature. Social impact bonds, or investments that are intended to...more

Should Social Media Have a Role in Mergers and Acquisitions?

Social media is quickly becoming the way that companies present and market themselves to the world. Companies are also realizing the value social media provides in an easy conduit to communicate with customers. But the same...more

House Passes Accelerating Access to Capital Act

H.R. 2357, the Accelerating Access to Capital Act, was passed by the House on Thursday, September 8, 2016 by a vote of 236-178. The bill contains three important pieces of legislation designed to facilitate the access to...more

SEC Proposes Rule Amendments to Require Issuers to Include Hyperlinks to Exhibits in Filings

On August 31, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its forms and rules that would require issuers that file registration statements and periodic and current reports, which include exhibits...more

Mutual Funds Should Consider Accelerating Filings in Advance of Substantial Increase in SEC Registration Fee Rate

As a result of upcoming increases in securities registration fee rates applicable to mutual funds, funds with fiscal year ends of July or August and net sales should consider accelerating their annual Rule 24f-2 filings. ...more

House Debate Scheduled for Bills Relating to Capital Access for Small Business

Next week, the House is scheduled to debate two bills designed to reduce regulatory burden on small businesses in order to facilitate access to capital. H.R. 5424, the Investment Advisers Modernization Act, was approved by...more

Blog: SEC Proposes To Require Exhibit Index Hyperlinks

The SEC has just issued a proposal to amend the rules to require that exhibits to registration statements and reports contain hyperlinks to the exhibits in the exhibit index and that these filings all be made in HTML format....more

Ninth Circuit Revives RMBS Claims Against Nomura

On August 15, 2016, the Ninth Circuit Court of Appeals vacated the Central District of California’s order dismissing claims brought by the National Credit Union Administration Board (“NCUA”), as liquidating agent of Western...more

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