The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...more
Securities issuers and their counsel have historically relied on the fact that the SEC has not pursued enforcement actions against issuers that have not filed, or been delayed in filing, a Form D in connection with offerings...more
On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against two private companies and one registered investment adviser (the “Parties”). These charges asserted that the Parties...more
Share on Twitter Print Share by Email Share Back to top On December 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced that it settled charges issued against one registered investment adviser and two...more
On December 20, 2024, the Securities and Exchange Commission (SEC or the “Commission”) announced charges against several entities that failed to file a Form D within 15 days of a private sale of securities. These entities,...more
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
On December 20, 2024, the U.S. Securities and Exchange Commission (the “SEC”) issued a press release highlighting settled enforcement actions against a private fund adviser and two pre-IPO companies for failure to timely file...more
I recently wrote about the Securities and Exchange Commission's announcement that it had settled "charges" against several entities for failing to file time Forms D. One of the entities settling with the SEC is a registered...more
On July 8, 2024, SEC Chair Gary Gensler announced the release of the SEC’s Spring 2024 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s planned regulatory actions over the next 12 months. This latest Regulatory...more
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more
A new paper ostensibly connects the dots between failing to file a Form D, as required by Regulation D, and "patent trolls". A "patent troll" is a company, typically that does not produce any product or provide any service,...more
The United States represents a large source of potential capitalthat non-U.S. fund managers often find impossible to ignore. To assist non-U.S. fund managers, we have prepared a checklist that sets out key considerations for...more
Thanks to everyone who joined Part One of Bailey Glasser’s two-part raising capital webinar series with lawyers Michael de León Hawthorne and Carlos Duque. Part One of the webinar featured raising capital questions and...more
In December 2020, the New York State Attorney General altered its filing rules to align with those required by the SEC’s requirements for a Regulation D Rule 506 offering. Now, for a Rule 506 offering in New York, the...more
On December 1, 2020, New York Attorney General Letitia James issued guidance regarding, among other things, securities issued to New York residents in private placements made pursuant to Regulation D, Rule 506 under the...more
Investment Advisers - ANNUAL COMPLIANCE REVIEWS - All investment advisers registered with the Securities and Exchange Commission (“SEC”) or at the state level are required to review their compliance policies and procedures...more
On October 11, 2019, the SEC filed an emergency action to stop Telegram (Telegram Group Inc. and its wholly owned subsidiary TON Issuer Inc.) from continuing its offering of tokens. Telegram raised approximately $1.7 billion...more
The North American Securities Administrators Association (NASAA) is a century old organization that represents state and provincial securities regulators in Canada, Mexico and the United States. Although the states were first...more
On June 4, 2019, the SEC sued Kik Interactive Inc. (“Kik”), a privately held Canadian company, in the Southern District of New York, alleging that Kik’s offer and sale of $100 million worth of Kin tokens in 2017 constituted...more
Some interesting links we found across the web this week: The Disappearing Form D - Filing a Form D allows private companies raising capital to take advantage of an exemption from the cumbersome process of...more
The United States Securities and Exchange Commission (“SEC”) has indicated that nearly all initial coin offering (“ICO”) filings they have seen are securities offerings. Based on this expansive view, it may be more likely to...more
Canadian companies that sell securities to U.S. investors under Regulation D must file a Form D with the SEC within 15 days after “the date of first sale.” Most people would assume that the closing of the offering is the date...more
This alert contains a summary of the primary annual and periodic compliance-related obligations that may apply to investment advisers registered with the Securities and Exchange Commission (the “SEC”) or with a particular...more
The Series limited liability company (the “Series LLC”) is more nuanced than an ordinary limited liability company, and for the right user, it provides flexibility that will streamline administration better than other...more
On June 8, 2017, the House of Representatives passed the Financial CHOICE Act of 2017 on a vote of 233-186. Congress loves acronyms, and here “CHOICE” stands for Creating Hope and Opportunity for Investors, Consumers and...more