The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. The SEC stated the...more
The Long-Term Stock Exchange, or LTSE, has filed a rule proposal designed to create long-term value for listed issuers. As of yet, I do not believe there are any companies listed on the LTSE, but it was only recently approved...more
Blockstack previously announced they expected to be the first Regulation A qualified ICO. I blogged that this was a likely a correct prediction. It turns out it was true as the SEC has qualified the ICO....more
In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests. Chair Clayton noted...more
In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs,...more
The New York Stock Exchange proposes to amend Section 303A.08 of the Manual to clarify the circumstances under which certain sales of a listed company’s securities will not be deemed to be equity compensation for purposes of...more
Nasdaq has released its new global environmental, social and governance (ESG) reporting guide which it believes will support public and private companies....more
Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers....more
5/13/2019
/ Attestation Deadlines ,
Corporate Issuers ,
Emerging Growth Companies ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
ICFR ,
Proposed Amendments ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The SEC charged fifteen individuals with acting as unregistered brokers or aiding-and-abetting such activity in connection with Intertech Solutions, Inc.’s fraudulent and unregistered securities offerings....more
4/11/2019
/ Aiding and Abetting ,
Anti-Fraud Provisions ,
Broker-Dealer ,
Enforcement Actions ,
Investment ,
Offering Fraud ,
Offerings ,
Registration Requirement ,
Retail Investors ,
Sales Commissions ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Transactions ,
Unregistered Brokers ,
Unregistered Securities
Wow, it finally happened. The SEC granted long awaited guidance on when tokens are not securities in the form of a no-action letter. ...more
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and...more
The SEC’s Division of Trading and Markets is seeking a Crypto Specialist to coordinate activities regarding crypto and digital asset securities....more
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. ...more
The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today....more
2/20/2019
/ Accredited Investors ,
Comment Period ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Rules ,
Qualified Institutional Buyers ,
Regulation FD ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has denied no-action relief to exclude the following shareholder proposal submitted to several companies by Jonathan Kalodimos:
Resolved: Shareholders of ITT Corporation ask the board of directors to adopt and...more
Title III of the Jumpstart Our Business Startups Act, or JOBS Act, enacted in 2012 with the goal of increasing American job creation and economic growth, contains key provisions relating to securities offered or sold through...more
10/26/2015
/ Brokers ,
Crowdfunding ,
Economic Development ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
Job Creation ,
JOBS Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Title III