News & Analysis as of

Underwriting Securities & Exchange Commission

SEC Staff Relaxes Limitations under 1940 Act to Permit Certain Global “Master-Feeder” Arrangements, Although Obstacles Remain

by Dechert LLP on

The Staff of the U.S. Securities and Exchange Commission (SEC) on March 8, 2017 issued a no-action letter (Staff Letter) in response to a request from Dechert LLP for assurance under Section 12(d)(1) of the Investment Company...more

It’s OK, Capital Markets Associates, You (Probably) Haven’t Lost a Day to Get to Closing

As we noted in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two...more

SEC Sanctions Muni Underwriter For Repeated Fraudulent Offerings

by Dorsey & Whitney LLP on

Municipal bond offerings have, in recent years, become a staple of SEC enforcement. While the Commission has limited authority in the area, a series of actions have been brought under the fraud provisions. Likewise, the...more

Nutter Bank Report, March 2017

Fed Raises Threshold That Triggers Review of Systemic Risk of a Proposed Merger - In a recent decision on a proposed merger of two bank holding companies, the Federal Reserve indicated that it has increased the...more

SEC Proposes Amendments to Rule 15c2-12 to Address Bank Loan Disclosure Concerns

At its meeting on March 1, 2017, the United States Securities and Exchange Commission (SEC) voted to formally propose and publish for comment amendments to Rule 15c2-12 to add two additional disclosure events to written...more

Settlements Ended Under the SEC’s Municipalities Continuing Disclosure Cooperation (MCDC) Initiative

by Cozen O'Connor on

The Securities and Exchange Commission (SEC) has ended settlements under its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. Details of the SEC’s MCDC Initiative can be found in our prior Alert. For those...more

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group...

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more

SEC Announces Enforcement Actions Against 71 Municipal Issuers

The Securities and Exchange Commission (SEC) recently announced enforcement actions against 71 municipal issuers of bonds in connection with the Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. The...more

SEC Announces Enforcement Actions Under its Muni Bond Disclosure Initiative

Last week, the Securities and Exchange Commission (SEC) announced that it brought enforcement actions against 71 municipal issuers and other obligated persons as part of the SEC’s Municipalities Continuing Disclosure...more

US IPO Guide 2016 Edition

by Latham & Watkins LLP on

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 6

Structured Notes Offered on an Agency Basis - In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more

Municipal Conduct Rule G-42 Effective June 23

by Burr & Forman on

The MSRB’s amended Rule G-42 becomes effective June 23, prescribing new conduct standards for municipal advisors and for the underwriters working with them. In advance of the effective date, the MSRB has published...more

SEC Imposes Fine for Improper Research Report

In March 2016, the SEC entered into a settlement agreement with a U.S. broker-dealer, which initiated research coverage of an issuer after being invited by the issuer to participate as an underwriter for that issuer’s planned...more

2016 IPO Report

by WilmerHale on

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

SEC Charges Municipal Bond Issuer, Broker With Fraud

by Dorsey & Whitney LLP on

Municipal bond offerings have become a key focus of SEC Enforcement. The agency has brought a series of actions in addition to an initiative that encourages the self-reporting of underwriters in return for reduced sanctions....more

SEC Expected to Begin Settlement Actions With Issuers Under MCDC Initiative

In March 2014, the Securities and Exchange Commission (the “SEC”) initiated the Municipalities Continuing Disclosure Cooperation Initiative (“MCDC Initiative”) to provide issuers (including obligated persons) and underwriters...more

Update on the SEC's MCDC Initiative

Many issuers and other obligors of tax-exempt bonds (Issuers) have asked about the status of the Municipalities Continuing Disclosure Cooperation initiative (MCDC). Much attention has been directed to the February 2,...more

SEC Settles With 14 Municipal Bond Underwriters

by Dorsey & Whitney LLP on

The SEC filed fourteen settled actions against municipal underwriting firms this week. The settlements were part of a program that commenced in 2014 called the Municipalities Continuing Disclosure Cooperation Initiative. The...more

EB-5 Due Diligence Matters

by Mintz Levin on

Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

FY2015 SEC Enforcement Report

by McGuireWoods LLP on

Late last week, the Securities and Exchange Commission (SEC) announced its enforcement results for fiscal year 2015, reporting a record number of enforcement actions and the highest amount of fines collected by the SEC to...more

Second Wave of MCDC Hits Underwriters ….No Smooth Sailing Ahead!

by Butler Snow LLP on

On September 30 the Securities and Exchange Commission (“SEC”) announced another round of enforcement actions against 22 municipal underwriting firms for disclosure violations in connection with municipal bond offerings. The...more

Another Round of Favorable SEC Settlements, But Only for Underwriters that Self-Reported

The SEC has rolled out its second wave of enforcement actions against 22 municipal underwriting firms for alleged securities violations in municipal bond offerings in connection with its Municipalities Continuing Disclosure...more

SEC Announces Second Round of Charges Against Underwriters Under MCDC Initiative

On September 30, the Securities and Exchange Commission (SEC) announced enforcement actions against 22 municipal bond underwriters, the second round of enforcement actions brought by the SEC under the Municipalities...more

SEC Announces Second Wave of MCDC Enforcement Actions

by Ballard Spahr LLP on

The Securities and Exchange Commission (SEC) this week announced enforcement actions under its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative, targeting 22 municipal bond underwriting firms for alleged due...more

Structured Thoughts: News for the financial services community, Volume 6, Issue 5

by Morrison & Foerster LLP on

OCIE Issues Risk Alert Relating to Structured Note Sales - Earlier this year, the SEC’s Office of Compliance Inspections and Examinations (the “OCIE”) indicated branch offices and structured products as two of its...more

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