On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definitions of “accredited investor” in Rule 501(a) under Regulation D and “qualified institutional buyer” in Rule 144A under the...more
During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more
1/28/2020
/ Accredited Investors ,
Corp Fin ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Testing-the-Waters Communications
The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more
6/20/2016
/ Accredited Investors ,
Advertising ,
Capital Raising ,
Final Rules ,
General Solicitation ,
JOBS Act ,
Registration Requirement ,
Regulation D ,
Rule 502 ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more
6/2/2016
/ Accredited Investors ,
Corporate Issuers ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
JOBS Act ,
Registration ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements ,
Title V ,
Title VI
Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act...more
8/6/2015
/ Accredited Investors ,
AIF ,
Alternative Investment Fund Managers Directive (AIFMD) ,
Bank Recovery and Resolution Directive (BRRD) ,
Capital Rules ,
CFTC ,
Compliance ,
Consumer Financial Protection Bureau (CFPB) ,
Consumer Reporting Agencies ,
Covered Banking Entity ,
Covered Funds ,
Credit Cards ,
Cross-Border Transactions ,
Debt Collection ,
Derivatives ,
Dodd-Frank ,
ECOA ,
EMIR ,
EU ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Exemptions ,
Fair Credit Reporting Act (FCRA) ,
Fair Lending ,
FDCPA ,
FDIC ,
Federal Reserve ,
Fiduciary Duty ,
Final Rules ,
Financial Regulatory Reform ,
Financial Transaction Tax ,
Foreign Banks ,
FSOC ,
HMDA ,
HOEPA ,
Incentive Compensation ,
Investment Company Act of 1940 ,
IOSCO ,
Liquidity Risk Management Rule ,
MiFID II ,
Mortgage Servicing Rules ,
NRSRO ,
OCC ,
Privacy Notice Rule ,
Proprietary Trading ,
Prudential Standards ,
Remittance Transfer Rule ,
Reporting Requirements ,
Risk Management ,
Security-Based Swaps ,
Shadow Banking ,
SIFIs ,
Stand-Alone SBSDs ,
Swap Execution Facilities ,
TILA-RESPA Integrated Disclosure Rule (TRID) ,
Transparency ,
Truth in Lending Act (TILA) ,
UCITS ,
UDAAP ,
Volcker Rule
The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the...more
Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more
10/3/2013
/ Accredited Investors ,
Bad Actors ,
Disqualification ,
Form D Filing ,
General Solicitation ,
Investors ,
Private Offerings ,
Regulation D ,
Rule 144A ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Social Media
REGULATION FD -
Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more
9/9/2013
/ Accredited Investors ,
Broker-Dealer ,
Crowdfunding ,
Disclosure Requirements ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
GAAP ,
Investment Adviser ,
JOBS Act ,
Material Nonpublic Information ,
Private Offerings ,
Proxy Solicitations ,
Public Offerings ,
Recordkeeping Requirements ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Third-Party Liability
Although the SEC’s final rule relaxing the ban on general solicitation in certain Rule 506 offerings and Rule 144A offerings was highly anticipated, the final rule leaves open or raises a number of interesting...more