Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more
FASB’s new revenue recognition standard is expected to have wide ranging effects on M&A transactions. The new revenue recognition standard under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to...more
Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more
8/30/2017
/ Conflict Mineral Rules ,
Disclosure Requirements ,
Dividends ,
Emerging Growth Companies ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Internal Audit Functions ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Resource Extraction ,
Revenue Recognition Standard ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles ,
Shareholder Proposals ,
XBRL Filing Requirements
On September 5, 2017, a new SEC rule will take effect that shortens the standard settlement cycle for most broker-dealer transactions from three business days after the trade date, known as T+3, to two business days after the...more
On December 10, the SEC Small Business Advocate Act was approved by the Senate, clearing the way for signature by the President. The measure, which creates an advocacy office for the interests of small businesses within the...more
On Monday, the House of Representatives passed the Creating Financial Prosperity for Businesses and Investors Act (H.R. 6427) (the “Act”) by a vote of 398 to 2. The Act is actually a compilation of six measures that were...more
12/7/2016
/ Accredited Investors ,
Capital Formation ,
Capital Raising ,
Crowdfunding ,
Exemptions ,
Investment Companies ,
Investment Company Act of 1940 ,
Pending Legislation ,
SEC Advisory Committee ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Small Business
Robb Mandelbaum has a nice piece up at Forbes that digs into the advertising limitations that are imposed by Regulation Crowdfunding. The whole piece is worth a read, and it sparked reactions in me in a couple of spots....more
On Friday the SEC released a new set of Compliance and Disclosure Interpretations on Regulation Crowdfunding ahead of the effective date of Regulation Crowdfunding on May 16. The C&DIs address issuer communications with the...more
On February 16, 2016, the SEC posted an investor bulletin relating to equity crowdfunding intended to educate the public about the process for investing in equity crowdfunding and some of the risks involved. On May 16, 2016,...more
A bill that would provide a federal statutory exemption from the broker-dealer registration requirements under Section 15(a) of the Exchange Act for certain so called “M&A brokers” has been placed on the calendar for...more
The Securities and Exchange Commission issued final rules to implement the equity crowdfunding provisions under the JOBS Act on October 30, 2015, termed Regulation Crowdfunding. This post analyzes the rules and requirements...more
The SEC is expected to vote today to approve final rules to implement Title III of the JOBS Act, which will permit so-called equity crowdfunding for the first time. It has been some three years since the SEC was tasked with...more
A New York man has agreed to pay almost $4.5 million to settle charges by the SEC that he violated Section 15(a) of the Exchange Act by acting as an unregistered broker-dealer. According to the SEC, starting in 2010 Joshua A....more
On March 26, 2015, the SEC settled charges against 22 parties relating to arrangements by which companies not registered as broker-dealers purchased securities on behalf of Global Fixed Income, LLC (GFI) and received...more
In a recent article titled JOBS Act State of the Union (well worth a read in full), Samuel Guzik makes the case that the SEC has given up on creating rules to implement Title III crowdfunding under the JOBS Act. Title III of...more
On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the...more
The Broker-Dealer section of the North American Securities Administrators Association (NASAA) has proposed a model uniform state rule (the “Model Rule”) that would exempt parties that act only as deal brokers in M&A...more
The SEC recently announced a settlement in connection with the operation of unregistered virtual-currency-based stock exchanges. The settlement is instructive as to how the SEC will evaluate crypto-currency trading platforms...more
The SEC issued a no-action letter on November 13, 2014 to Social Finance, Inc., indicating that it would not recommend enforcement action against Social Finance for its conduct as an intermediary in social impact bond (SIB)...more
On July 3, 2014, the SEC released six new Compliance and Disclosure Interpretations relating to verification of prospective investors as accredited investors for purposes of Rule 506(b) and Rule 506(c). Two of these C&DIs...more
The SEC recently settled an enforcement action against an individual alleged to have sold millions of dollars in securities on behalf of oil and gas companies without being associated with a registered broker dealer, as...more
This week the SEC released three new Compliance and Disclosure Interpretations (C&DIs) relating to Rule 147, which applies to securities that exempt from registration pursuant to Section 3(a)(11) of the Securities Act because...more
On December 26, 2013, the SEC granted its second waiver from disqualification from reliance on Regulation D because of prohibited conduct under new Rule 506(d). The waiver was granted to a Broker-Dealer alleged to have paid...more
On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more
12/31/2013
/ Debt Securities ,
Dodd-Frank ,
Eligibility ,
Equity Securities ,
Exemptions ,
Offerings ,
Private Equity ,
Private Offerings ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Startups
On December 4, 2013, the SEC released a new batch of FAQs regarding new Rules 506(d) and 506(e). Before diving in to the clarifications provided and the new uncertainties raised by the SEC in the new FAQs, you might want to...more