News & Analysis as of

Broker-Dealer Private Offerings

Goodwin

FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule...

Goodwin on

This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more

Latham & Watkins LLP

FINRA Issues Proposal to Mandate Filing of All Retail Communications Regarding Certain Private Placements

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In setting forth its rationale, FINRA observed that private placement retail communications reviewed by AdReg have “revealed significant and pervasive” violations of FINRA Rule 2210. On October 28, 2020, the Financial...more

Nutter McClennen & Fish LLP

SEC Proposal for Limited Exemption from Broker-Dealer Registration

On October 7, 2020, the Securities and Exchange Commission (the “SEC”) proposed a limited, conditional exemption from the broker registration requirements of Section 15(a) of the Securities Exchange Act of 1934 (the “Exchange...more

White & Case LLP

Permitted Finder Activities: SEC Proposes Long-Awaited Exemption

White & Case LLP on

Finders seeking to assist companies in raising capital are required to navigate an often cloudy path to determine whether the finder's activities and any compensation the finder would receive for its services would run afoul...more

Dorsey & Whitney LLP

SEC Proposes Exemption from Broker-Dealer Registration for Finders Assisting Small Businesses with Capital Raising

Dorsey & Whitney LLP on

On October 7, 2020, the Securities and Exchange Commission (”SEC”) proposed a new limited, conditional exemption from broker-dealer registration requirements of Section 15(a) of the Securities and Exchange Act of 1934, as...more

Goodwin

Divided SEC Votes To Propose “Finder” Exemption From Broker Registration

Goodwin on

On October 7, 2020, the U.S. Securities and Exchange Commission (“SEC”) voted 3-2 to propose a conditional exemption (“Exemption”) to permit natural persons to engage in limited securities activities as “finders” on behalf of...more

Goodwin

Regulating Unregistered Finders: New York Dips its Toe in the Murky Waters

Goodwin on

This alert provides a brief discussion of the practice of using unregistered “finders” in the context of a private securities offering. We provide background on the process, discuss various risks and considerations, and...more

Farrell Fritz, P.C.

Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors

Farrell Fritz, P.C. on

The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on SEC Private Securities Offering Exemptions, NFA Surcharge Notice and...

BROKER-DEALER - SEC Requests Public Comment on Improving Private Security Offering Exemptions - On June 18, the Securities and Exchange Commission requested public comment on ways to simply harmonize and improve the...more

Stinson - Corporate & Securities Law Blog

Press Releases Sink Private Offering

The opinion of the SEC in KCD Financial Inc. upholds a FINRA disciplinary action against a FINRA member broker-dealer that sold securities in a private placement when no exemption from registration was available....more

Morrison & Foerster LLP - Structured Products

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

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more

Foley & Lardner LLP

Tips & Traps When Talking to Potential Investors

Foley & Lardner LLP on

The fundraising process requires countless hours to develop and refine an investor pitch. While the majority of that time will be focused on how to find and raise money from the best investors on the best terms, it is...more

Morrison & Foerster LLP - JOBS Act

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Dechert LLP

ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

Dechert LLP on

In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The...more

Stinson - Corporate & Securities Law Blog

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

Bilzin Sumberg

How Brokers Can Navigate SEC Rule 506(c)

Bilzin Sumberg on

How does the Securities and Exchange Commission’s (SEC) Rule 506(c) impact commercial real estate brokers? What can real estate brokers do to meet securities broker-dealer requirements? And is it possible to obtain dual...more

Morrison & Foerster LLP

The Guide to Social Media and the Securities Laws

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

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