Securities Exchange Act, Securities and Exchange Commission (SEC), No-Action Letters

New Federal Exemption Changes the Registration Landscape for M&A Brokers

Latham & Watkins LLP on 5/25/2023

The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. On March 29, 2023, the Securities Exchange Act of 1934...more

SEC Withdraws M&A Brokers No-Action Letter, Forcing Financial Advisers to Larger Private Companies to Register as Broker-Dealers

Morrison & Foerster LLP on 5/8/2023

Nearly a decade ago, the SEC Staff issued a no-action letter that enabled investment bankers who limit their services to M&A transactions involving private companies to avoid broker-dealer registration with the SEC. The M&A...more

New Federal M&A Broker Exemption is a Big Deal!

Goodwin on 1/30/2023

On December 29, 2022, President Biden signed H.R.2617, codifying a federal exemption from SEC registration for small business M&A brokers as new Exchange Act Section 15(b)(13). Limitations exist, as does the requirement to...more

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

Seward & Kissel LLP on 1/18/2023

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

SEC Staff Provides Relief From Rule 15c2-11 Public Financial Statement Disclosure Through Jan. 5, 2025

Kramer Levin Naftalis & Frankel LLP on 12/8/2022

On Sept. 16, 2020, the Securities and Exchange Commission (SEC) adopted amended Rule 15c2-11 (the Amended Rule) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Amended Rule, most of which became...more

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

Mayer Brown Free Writings + Perspectives on 12/6/2022

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income...more

ABA Committee Submits Letter to SEC Requesting 15c2-11 Relief for Fixed Income Securities

Bass, Berry & Sims PLC on 11/30/2022

Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) governs when dealers can publish quotations for securities. In September 2020, the U.S. Securities and Exchange Commission (SEC) amended the rule...more

House Votes to Repeal OCC True Lender Rule

Goodwin on 7/28/2021

In This Issue. The House of Representatives voted to pass a Congressional Review Act resolution repealing the Office of the Comptroller of the Currency’s (OCC) “true lender” rule; the Consumer Financial Protection Bureau...more

Time’s Up! Broker-Dealers Must Comply with the Customer Protection Rule When Borrowing Customer Securities

Goodwin on 4/22/2021

On April 16, 2021, the staff of the SEC Division of Trading and Markets reminded broker-dealers borrowing fully paid and excess margin securities from their customers (FPL programs) that they are obligated to comply with...more

The SEC’s Proposed Exemptive Order for Finders in Private Placements: An Uncertain Future for Regulatory Certainty - Perspectives...

JAMS on 1/12/2021

At age 79, Paul Anka, the crooner and songwriter, is more relevant than ever. In 2020, he appeared on Season 4 of “The Masked Singer,” enjoyed a popular resurgence courtesy of TikTok, reworked his anthem “My Way” for the...more

Blockchain Week in Review - November 2020 #2

Perkins Coie on 11/30/2020

Jay Clayton to step down as SEC Chairman at the end of this year - Securities and Exchange Commission Chairman Jay Clayton will step down at the end of this year, according to a November 16, 2020, announcement. This...more

New Life For Finders?

Morrison & Foerster LLP on 10/9/2020

Background- For many years, small businesses and other private issuers have struggled to connect with investors when seeking to raise capital in a private offering. The amount of money being raised was sometimes too small...more

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on 3/12/2020

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

2019 Digital Asset Regulatory Look Back (US Edition)

Latham & Watkins LLP on 1/9/2020

It was a year filled with tantalizing tidbits and many loose ends. 2019 marked the 10th year since blockchain technology was released into the wild by its still unknown inventor, Satoshi Nakamoto, who mined the first bitcoin...more

SEC Staff Grants No-Action Relief to Blockchain Clearing Agency - The action may lead to the SEC's broader acceptance of...

Jones Day on 11/18/2019

On October 28, 2019, the SEC's Division of Trading and Markets granted no-action relief for a limited period of time to Paxos Trust Company, LLC from registration as a clearing agency under Section 17A(b)(1) of the Securities...more

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on 11/8/2019

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

SEC No-Action Letter Opens the Door to Innovation for Securities Clearance and Settlement

WilmerHale on 11/1/2019

On October 28, 2019, Paxos Trust Company, LLC (Paxos) received a time-limited (two-year) No-Action Letter from the Division of Trading and Markets of the U.S. Securities and Exchange Commission (SEC). This No-Action Letter...more

SEC Provides Guidance on Shareholder Proposals

Alston & Bird on 10/31/2019

Ordinarily, companies can exclude shareholder proposals that deal with the ordinary course of business. Our Securities Group analyzes new Securities and Exchange Commission guidance that expounds on what “ordinary” and...more

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

Dorsey & Whitney LLP on 9/17/2019

Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. ...more

Corporate & Financial Weekly Digest, Featuring Articles on SEC's Changes to Rule 14a-8 No-Action Request Process, FINRA's Call for...

Katten Muchin Rosenman LLP on 9/16/2019

SEC/CORPORATE - SEC Staff Announces Changes to Rule 14a-8 No-Action Request Process - On September 6, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission announced...more

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