News & Analysis as of

Final Rules Securities and Exchange Commission (SEC) Registration Requirement

Carlton Fields

Getting Clued In: How the SEC’s RILA Rulemaking Affects Variable Annuities

Carlton Fields on

The recent rule and form amendments adopted by the SEC to facilitate the registration of registered index-linked annuities (RILAs) and market-value adjustment annuities (MVAs) on Form N-4 have been broadly welcomed by the...more

Dechert LLP

SEC Finalizes Changes to Dealer Definition – Does Not Exempt Private Funds or Proprietary Trading Firms

Dechert LLP on

At a contentious open meeting on February 6, 2024, the Securities and Exchange Commission (Commission) voted three to two to adopt rule amendments (Final Rules) under the Securities Exchange Act of 1934, as amended (Exchange...more

Fox Rothschild LLP

The Dealerization of America by the SEC

Fox Rothschild LLP on

On Tuesday, February 6, 2024, the United States Securities and Exchange Commission promulgated final rules relating to changing the definition of dealer pursuant to the Securities Exchange Act of 1934. See SEC.gov | SEC...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

Holland & Knight LLP on

By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

Cozen O'Connor

SEC Adopts Final Private Fund Adviser Rules

Cozen O'Connor on

On August 23, 2023, the Securities and Exchange Commission (SEC) voted three to two (Commissioners Peirce and Uyeda dissenting) to adopt new and amended rules (Final Rules) under the Investment Advisers Act of 1940 (Advisers...more

Goodwin

FinCEN Issues Proposed Rule for Beneficial Ownership Information Reporting Requirements

Goodwin on

In This Issue. The Financial Crimes Enforcement Network (FinCEN) announced (1) a notice of proposed rulemaking for beneficial ownership information reporting requirements and (2) a regulatory process for new real estate...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Amendments To Exempt Offering Framework

The Securities and Exchange Commission (SEC) recently adopted final rules that significantly revise the exempt offering framework, expanding access to capital markets for both issuers and investors. Key changes include the...more

Akin Gump Strauss Hauer & Feld LLP

CFTC Adopts Bad Actor Disqualifications for CPO Exemptions

- A CPO will be prohibited from claiming an exemption from registration under CFTC Regulation 4.13 if it or any of its principals has in their backgrounds a statutory disqualification under the Commodity Exchange Act. - A...more

Cadwalader, Wickersham & Taft LLP

CFTC Codifies Registration and Reporting Relief for Commodity Pool Operators and Commodity Trading Advisors

The Commodity Futures Trading Commission (the “CFTC”) approved the publication of two releases (the “Final Rules”) on November 25, 2019, adopting final amendments to Part 4 of the CFTC Rules which codify and expand a number...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - November 2019

Stoel Rives LLP on

The SEC’s “inline XBRL” rules went into effect for large accelerated filers for filings made on or after June 15, 2019. Compliance dates are June 15, 2020 for accelerated filers and June 15, 2021 for all others. The rules...more

Sheppard Mullin Richter & Hampton LLP

Expansion of Regulation A to Reporting Companies: Increased Alternatives Now Available to Public Companies Seeking to Raise...

On December 19, 2018, the SEC announced that it had adopted final rules that allow reporting companies to rely on the Regulation A exemption from registration for their securities offerings. Until recently, the only way...more

Sheppard Mullin Richter & Hampton LLP

Regulation A May Prove Useful Alternative to Form S-4 Registration for Public Companies Doing Smaller M&A Deals

Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more

Morrison & Foerster LLP

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

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

Akin Gump Strauss Hauer & Feld LLP

SEC approves final rules implementing JOBS Act and FAST Act

On May 3, 2016, the Securities and Exchange Commission (the “Commission”) released final rules1 implementing Titles V and VI of the JOBS Act and Section 85001 of the FAST Act, which together adjusted certain threshold for...more

A&O Shearman

US Securities and Exchange Commission Adopts Amendments to Implement Provisions of the Jumpstart Our Business Startups Act and...

A&O Shearman on

The SEC approved amendments to revise the rules related to the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Securities Exchange Act of 1934. These amendments...more

Morrison & Foerster LLP

SEC Adopts Rule Amendments Addressing Dealing Transactions Between Non-U.S. Persons that are “Arranged, Negotiated, or Executed”...

On February 10, 2016, the U.S. Securities and Exchange Commission (“SEC”) approved final rule amendments to its cross border rules that address how the security-based swap dealer definition applies to security-based swap...more

Morrison & Foerster LLP - JOBS Act

Regulation Crowdfunding

On October 30, 2015, the SEC voted to adopt final rules permitting crowdfunding. Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the...more

Morrison & Foerster LLP

The SEC’s Registration Rules for Security-Based Swap Dealers

Early this month the U.S. Securities and Exchange Commission (“SEC”) released final rules (the “Registration Rules”) for the registration of security-based swap dealers (“SBSDs”). The Registration Rules, released more than...more

Katten Muchin Rosenman LLP

SEC Adopts Final Rules for Regulation A+ Offerings

On March 25, the Securities and Exchange Commission adopted final rules that will expand the exemption from registration under the Securities Act of 1933 provided by Regulation A to include an exemption for up to $50 million...more

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