Securities Exchange Act, Corporate Issuers

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on 9/4/2024

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

Redefining Insider Trading: The SEC's Groundbreaking Theory in the Panuwat Case

Miller Canfield on 2/29/2024

In SEC v Panuwat, a federal jury in California will hear a novel insider trading theory that the court has allowed to proceed to trial. In Panuwat, the SEC says it is unlawful for an individual to purchase securities of a...more

The Corporate Transparency Act: Are You Ready?

Dorsey & Whitney LLP on 1/31/2024

On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more

Regulation A+ SEC Developments - Recent SEC Enforcement Proceedings and SEC Comment Letter Trends

Goodwin on 7/18/2023

In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on 5/9/2023

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

Nutter Securities Enforcement Update: January 1, 2023

Nutter McClennen & Fish LLP on 1/4/2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

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

Whitman Legal Solutions, LLC on 10/31/2022

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

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on 12/28/2021

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

SEC Adopts Final Rules Governing Payment Disclosure by Resource Extraction Issuers

Jones Day on 12/30/2020

The rules will require resource extraction issuers to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to the U.S....more

Guide to Joining the OTCQX or the OTCQB Markets for Canadian and Other Foreign Issuers

Dorsey & Whitney LLP on 10/15/2020

The United States capital markets are among the world’s largest and most stable markets to access capital and liquidity for securityholders. In the past, many Canadian companies have elected not to access the United States...more

Foley Governance and Regulatory Alert: SEC Proposes Conditional Exemption for Finders Assisting Small Businesses with Capital...

Foley & Lardner LLP on 10/8/2020

On October 7, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) voted to propose a new limited, conditional exemption from the broker registration requirements of Section 15(a) of the Securities Exchange...more

COVID-19 Coronavirus Business Impact: Repurchasing Equity and Debt: Potential Techniques and Pitfalls for BDCs and CEFs

Dechert LLP on 5/19/2020

The uncertain economic environment surrounding the COVID-19 crisis has triggered a sharp decline in trading prices for the equity and debt securities of many business development companies (“BDCs”) and closed-end funds...more

SEC Division of Enforcement Warns of COVID19 Insider Trading Risks

Foley Hoag LLP on 3/27/2020

On March 23, the SEC Division of Enforcement (Enforcement) issued a public statement bluntly warning issuers and insiders connected to them, along with broker-dealers and investment advisers, about the unique risks of insider...more

The SEC Insists On "Terminological Inexactitude" For Resource Extraction Issuer Rule

Allen Matkins on 1/7/2020

As previously mentioned in this blog, the Securities and Exchange Commission is trying for the third time to implement Congress' directive to adopt rules requiring disclosure by "resource extraction issuers". See The SEC's...more

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

Latham & Watkins LLP on 9/10/2019

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

SEC Sanctions Issuer for Misrepresentations Regarding Loan Covenant Compliance

Stinson - Corporate & Securities Law Blog on 9/3/2019

Omega Protein Corporation manufactured and distributed omega-3 fish oils and fish meal products. Omega financed its operations through federal government programs under Title XI of the Merchant Marine Act of 1936....more

SEC Proposes to Modify Filer Definitions and Obligations under SOX 404(b)

Stinson - Corporate & Securities Law Blog on 5/13/2019

Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers....more

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dechert LLP on 3/9/2019

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more

Supreme Court Seeks Solicitor General's Input On Granting Certiorari For Case Raising The Question Of Whether A Non-U.S. Corporate...

A&O Shearman on 1/15/2019

On January 14, 2019, the United States Supreme Court invited the Solicitor General to file a brief expressing the views of the United States in connection with a pending petition for writ of certiorari regarding whether, in...more

Securities Exchange Act › Corporate Issuers