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Exemptions Securities and Exchange Commission (SEC) Securities

Allen Matkins

When Do Blue Sky Laws Apply?

Allen Matkins on

In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws.  This is understandable because federal law in many cases preempts state...more

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

DarrowEverett LLP on

With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more

DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

DarrowEverett LLP on

Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

Seward & Kissel LLP

SEC Brings Charges for Failure to File Form D Notice in Connection with Exempt Securities Offerings under Regulation D

Seward & Kissel LLP on

On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against two private companies and a registered investment advisor for failure to file a Form D in connection with exempt offerings under...more

White & Case LLP

SEC: Time to revamp securities offering exemptions

White & Case LLP on

SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more

Allen Matkins

When To Worry About Blue Sky Laws

Allen Matkins on

Recently, I came across a very helpful table on the SEC's website. The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements...more

Stinson - Corporate & Securities Law Blog

New Corp Fin CDIs Clarify QIB Status for Rule 144A Offerings

The SEC’s Division of Corporation Finance staff released 35 new Compliance and Disclosure Interpretations (C&DIs) on December 8th. Among numerous interpretations focused on issues applicable to foreign private issuers and...more

Stinson - Corporate & Securities Law Blog

House Passes Creating Financial Prosperity for Businesses and Investors Act

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

Stinson - Corporate & Securities Law Blog

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

Stinson - Corporate & Securities Law Blog

OTC Markets, Inc. Asks SEC To Open Regulation A+ to Reporting Issuers

On June 6, 2016, the OTC Markets Group Inc., the entity operating three major over-the-counter marketplaces (“OTC”), submitted a rulemaking petition to the SEC. The petition asked the SEC to amend Regulation A+ to allow...more

Bradley Arant Boult Cummings LLP

SEC Adopts Regulation A+

Newly adopted exemption to securities registration requirements may offer new capital raising opportunities for developing companies - A company that seeks to raise capital by offering or selling securities to potential...more

Jackson Walker

Texas Adopts Intrastate M&A Dealer Exemption

Jackson Walker on

On February 16, 2015, the Texas State Securities Board voted to formally adopt their proposed Rule 139.27, which provides an exemption from dealer registration for intermediaries providing services solely in connection with...more

Allen Matkins

CalPERS’ Offbeat Personal Trading Policy

Allen Matkins on

Yesterday’s post discussed a news report of an SEC inquiry into insider trading by CalPERS. Rather than being abashed by this news, CalPERS responded by congratulating itself on having implemented a personal trading policy....more

Stinson - Corporate & Securities Law Blog

New FAQs On Broker-Dealer Registration Exemption

On February 5, 2013, the SEC released FAQs regarding Section 201 of the JOBS Act, which offers a new limited exemption from broker-dealer registration....more

Orrick - Finance 20/20

SEC Extends Exemptions for Security-Based Swaps

On January 29, the SEC amended the expiration dates in its interim final rules that provide exemptions for security-based swaps that, prior to July 16, 2012, were security-based swap agreements and are defined as “securities”...more

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