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Corp Fin’s New Rule 701 C&DI And California’s Compensation Plan Exemption

Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...more

BrokerCheck – FINRA’s Dread Permanent Record

Many a school child has received the awful warning to be careful lest some offense be entered on his or her “permanent record”. As required by statute (15 U.S.C. § 78o-3(i)), the Financial Industry Regulatory Authority, Inc....more

Post No Bills

Planning for a congregational picnic this Sunday past, a local Lutheran church sought permission to use the neighboring Catholic church’s parking lot. The Catholic church graciously agreed to allow the use of its lot...more

11/1/2017  /  Fraud Alerts , Scams , SEC

What Is A Foreign Registrant And Why Must They Translate Their Names?

Earlier this week, the Securities and Exchange Commission proposed amendments to Regulation S-K, and related rules and forms. According to the SEC, these are intended to modernize and simplify certain disclosure requirements...more

Does The SEC Have Exposure For Tipping Inside Information?

Yesterday, I discussed the recent hack of the Securities and Exchange Systems’ electronic filing and retrieval system commonly referred to as EDGAR. In a written statement disclosing the hack, Chairman Jay Clayton speculated...more

Hacking EDGAR And Insider Trading

SEC Chairman Jay Clayton launched a sea of news stories last week when he included the following five sentence in a statement on cybersecurity...more

Staff Addresses Family Trusts With Multistate Trustees

When the Securities and Exchange Commission two years proposed amendments to Rule 147 and adoption of Rule 147A, I commented on an issue that I foresaw with respect to family and other non-business trusts...more

9/26/2017  /  Rule 147 , Rule 147A , SEC , Trustees , Trusts

Did The SEC’s Pay Ratio Guidance Miss Conjunction Junction?

Last week, the Securities and Exchange Commission issued interpretive guidance to assist issuers in complying with the pay ratio rule. At the same time, the Division of Corporation Finance staff issued guidance concerning...more

Are Limited Liability Companies “Persons”?

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted, these acts did not mention...more

Professor Robert J. Jackson Jr. Nominated To Become A Member Of The Securities And Exchange Commission

As Broc Romanek noted yesterday, President Donald Trump has nominated Columbia Law School Professor Robert J. Jackson, Jr. to become a member of the Securities and Exchange Commission. Over the years, Professor Jackson’s...more

A Subsidiary Post

Not too long ago, I wrote about the Securities and Exchange Commission’s confusing classification of subsidiaries. See The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned. Since...more

Materiality – “Shoulda, Coulda, Woulda?”

John Jenkins recently took note of this letter from the SEC’s Office of Investor Advocate commenting on a proposal by the Financial Accounting Standards Board to amend the definition of “materiality” in Concepts Statement No....more

8/1/2017  /  FASB , Financial Reporting , Materiality , SEC

The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned

When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the...more

California’s Regulation A Notice Filing Requirement

Two years ago, I posed the question: Will California Require Notice Filings For Regulation A Offerings? Corporations Code Section 25102.1(a) provides that offers and sales of to “qualified purchasers”, as defined by the...more

Investment Companies And Intrastate Offerings

SEC Rel. No. 33-4434, at 4 (Dec. 6, 1961) [26 FR 11896 (Dec. 13, 1961)Recently, my eye caught the following statement in the SEC’s Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers...more

California Lags Behind The SEC In Permitting Testing Of The Waters In Regulation A Offerings

In 2015, the Securities and Exchange Commission adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act. One significant enhancement to...more

Even If Enacted, The Choice Act May Not Repeal The SEC’s Pay Ratio Rule

While prognosticators continue to place odds on whether the Financial CHOICE Act of 2017, H.R. 10, will be enacted, many commentators are claiming that it will “repeal” the Securities and Exchange Commission’s pay ratio rule....more

Does A Political Yard Sign Really Violate Investment Advisers Act?

“Congress shall make no law . . . abridging the freedom of speech . . . .” Doug Cornelius recently published this post reporting that the SEC staff is taking the position that the pay-to-play rule, Rule 206(4)-5, applies...more

Insider Trading Is Like A Dog Named “Stay”

Insider trading cases remind me of the following joke attributed to stand-up comic Steven Wright...more

Want To “Bury” Your Response To SEC Comments? Here’s How

I have long assumed that when you search “CORRESP” by issuer name, you would see all correspondence filed on EDGAR with respect to that issuer. I was therefore surprised when I recently searched for a letter responding to...more

6/6/2017  /  EDGAR , SEC

New Rule 147A And Amendments To Rule 147 Are Now Effective

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A. See Will New Rule 147A Lead To A...more

Financial Difficulties – A Bizarrely Vague Standard For Disclosure

Earlier this year, the Securities and Exchange Commission published for comment proposed amendments to the Municipal Securities Disclosure Rule (Rule 15c2-12). The existing rule is complicated and I will not attempt to...more

Did The Harvard Shareholder Rights Project Prove Itself Wrong?

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal...more

If The Market Makes You Do It, Why Should The SEC?

The basic premise underlying most disclosure requirements seems to be that issuers won’t disclosures to investors unless legally required to do so. Yet, there is ample evidence of issuers making disclosures in the absence of...more

Real Estate Fund Advisers And Penumbra Registration

Last August, the Securities and Exchange Commission adopted amendments to Form ADV, the form used by investment advisers to register with the SEC and with the states. Included in these amendments were changes to allow...more

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