Securities Act

News & Analysis as of

First Circuit Strengthens “Traceability” Pleading Requirement for Section 11 Claims

A recent First Circuit decision raises the pleading bar for plaintiffs asserting violations of Section 11 of the Securities Act. Only would-be plaintiffs who acquired a security that is the direct subject of a prospectus and...more

US Securities and Exchange Commission Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

The SEC adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections....more

SEC Division of Corporation Finance Update

At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more

SEC Seeks Record Penalty Against Former Miami Budget Director - $450,000 Penalty Sought After Former Official Found Guilty of...

After a federal jury found the City of Miami's (City) former budget director guilty of defrauding investors in connection with a 2009 bond offering, the U.S. Securities and Exchange Commission (SEC) is seeking a record...more

SEC Issues C&DIs on Offsetting Filing Fees under Rule 457(p)

On November 9, 2016, the SEC’s Division of Corporation Finance issued revised Question 240.11 and new Questions 240.15 and 240.16 of its Compliance and Disclosure Interpretations (the “C&DIs”), pertaining to Securities Act...more

SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

The Securities and Exchange Commission (SEC) has adopted final rules modernizing and expanding the ways in which smaller companies can raise capital. Rule 147 of the Securities Act of 1933, as amended, provides a safe...more

NOTICE: SEC Adopts Rules to Facilitate Intrastate and Regional Securities Offerings

On October 26, 2016, the Securities and Exchange Commission (SEC) adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and regional securities offerings....more

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

SEC Exhibit Hyperlink Proposal Excludes Investment Companies

The Securities and Exchange Commission (SEC) has proposed that filings on Securities Act registration form types beginning with “S-” and “F-”, or on the basic Securities Exchange Act reporting forms, provide hyperlinks to...more

Corp Fin Issues Three New and Revised Interpretations of the Securities Act Rules

On October 19th, the Division of Corporation Finance released three new and revised Compliance and Disclosure Interpretations (C&DIs) concerning the Securities Act. Revised C&DI 271.04 and new C&DI 271.21 relate to exempt...more

Fantasy Stock Picking Contest Deemed by SEC to be Illegal Security-based Swaps

The SEC shut down a “fantasy” stock picking game for allegedly violating securities laws. Forcerank LLC ran contests via mobile phone games where players paid a fee and predicted the order in which 10 securities would perform...more

Bipartisan Members of Congress and NASAA Declare Support for SEC’s Proposed Modernization of Rules to Facilitate Intrastate...

On October 7, 2016, a bipartisan contingent of members of the U.S. House of Representatives and the president of the North American Securities Administrator Association (NASAA) coordinated a duel message to the SEC regarding...more

SEC’s Proposed Rules for Expedited Settlement May Impact Long-Standing Exception for Firm Commitment Offerings

The SEC has agreed to propose rules that would shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (also known as T+3 settlement) to two business days after...more

Supreme Court Will Weigh Insider Trading, Securities Act Class Action Requirements

In its 2016 fall term, the U.S. Supreme Court will have the opportunity to consider two cases involving securities laws, one of which is already on the calendar for oral argument. The cases concern the “personal benefit”...more

To Disclose or Not To Disclose, That Is The Question

In connection with a private offering of securities the issuer will provide potential investors with some form of disclosure document. Regardless of what type of offering it is (e.g. Rule 506, Title III, Intrastate, or other...more

Putting a Premium on Illiquidity: Some Reflections on the SEC’s Scrutiny of Valuation Practices and Disclosures

Valuation is typically near the top of the list when the SEC’s enforcement division and exam staff disclose their priority topics for private funds.  We expect that trend to continue and, if anything, the focus on valuation...more

Practice Pointers on Non-GAAP Financial Measures

On June 27, 2016, Securities and Exchange Commission (“SEC”) Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, reiterated the SEC’s growing concern regarding...more

Blog: Corp Fin Staff Issues New CDI Regarding Representations Required In Exxon Capital Exchanges

Corp Fin has posted a new CDI regarding the use of Form S-4 in connection with so-called “Exxon Capital” exchanges. In an Exxon Capital exchange (Exxon Capital Holdings Corporation (April 13, 1988)), an issuer that has...more

Hill v. SEC: Eleventh Circuit Buries District Court Challenges to the Constitutionality of SEC Enforcement Actions

Last week, the United States Court of Appeals for the Eleventh Circuit held that a district court cannot hear constitutional challenges to an ongoing administration enforcement action of the U.S. Securities and Exchange...more

TechConnect - Your Law Firm Link to Industry News - May 2016

Letter from the Editors - Dear Readers, There is an ancient Chinese proverb that goes like this: When the wind changes direction, there are those that build walls and there are those that build windmills. In the...more

Thinking of Developing a Whistleblowing System? New Canadian Guidance Released Today

Companies and regulators alike are increasingly recognizing that “whistleblowers”, i.e., individuals who report suspected wrongdoing, mismanagement or unethical conduct, are an important resource for managing risk and...more

Court of Appeal of Alberta Allows Sharing Self-Incriminating Evidence Given in Securities Proceedings with Foreign Authorities

For many years, there has been a growing concern in Alberta and elsewhere as to what might happen when the subject of a compelled examination under Alberta securities law faces potential scrutiny in other jurisdictions; can...more

"Insights Conversations: Securities Litigation"

From the impacts of U.S. Supreme Court Omnicare and Halliburton cases to the uptick in Securities Act class actions, litigation partners Scott Musoff and Susan Saltzstein discuss the latest securities litigation developments....more

CIBC v. Green: The Supreme Court of Canada Clarifies Key Provisions of the Ontario Securities Act and the Ontario Class...

A recent decision by the Supreme Court of Canada offers both clarity and further questions on the timing of secondary market misrepresentation claims brought under the Ontario Securities Act (the “Securities Act”). While we...more

"Corporate Finance Alert: New Capital Formation Changes and Reduced Disclosure Burdens Enacted As Part of 'FAST Act'"

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act), which, despite its name, contains several new provisions designed to facilitate capital formation and reduce...more

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