News & Analysis as of

Form D Filing

Dorsey & Whitney LLP

EDGAR Next is Live - What Canadian Issuers Need to Know

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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

Bressler, Amery & Ross, P.C.

Form D-elay: Shift in Enforcement?

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

Winstead PC

The Importance of Timely Filing a Form D

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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

Foley & Lardner LLP

SEC Enforcement Action – Failure to File Forms D

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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

Morrison & Foerster LLP

Three Firms That Engaged in General Solicitation Settle with SEC for Failure to Timely File Forms D

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

Seward & Kissel LLP

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

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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

BCLP

SEC Enforcement Actions for Failure to File Form D: A Wake-up Call for Startups and Private Fund Advisers

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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

Allen Matkins

Did The SEC Charge The Wrong Person With Failure To File Timely A Form D?

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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

Wilson Sonsini Goodrich & Rosati

SEC Announces Release of Spring 2024 Regulatory Agenda

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

Allen Matkins

A Form D Is Not A Registration Statement And Why It Might Matter

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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

Allen Matkins

Do Issuers Fail To File Form Ds Because They Fear Trolls?

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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

King & Spalding

Checklist for Non-U.S. Fund Managers Making a Private Fund Offering in the U.S.

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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

Bailey & Glasser, LLP

[Webinar] Raising Capital & Staying Compliant: It’s Not Easy Being Green - December 9th, 1:30 pm - 2:00 pm ET

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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

Fox Rothschild LLP

New Reg D Rule 506 Filing Rules For New York

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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

Mintz - Energy & Sustainability Viewpoints

New York Guidance on Mandatory Filing of Form D

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

Foley Hoag LLP

Important Dates and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity Pool...

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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

Proskauer - Blockchain and the Law

SEC Attempts to Halt Telegram’s Planned Token Distribution

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

Allen Matkins

Is A Pre-Issuance Form D Filing Requirement In The Offing?

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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

Orrick - On the Chain

The SEC Can’t Keep Kik-ing the Crypto Can

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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

WilmerHale

In Case You Missed It: Launch Links - November, 2018

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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

Sheppard Mullin Richter & Hampton LLP

Is there a Unicorn Among ICO Issuers?

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

Dorsey & Whitney LLP

Could Your Form D Already be Late by the Date of Closing?

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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

Pillsbury Winthrop Shaw Pittman LLP

Registered Firms: Annual Compliance Obligations—What You Need To Know

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

Dechert LLP

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

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The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Mintz

Is a Series LLC Right for Your Business?

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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

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