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Issuer Exemption

Hinshaw & Culbertson LLP

SEC Adopts Exempt Offering Rule Changes That Increase Offering Limits and Harmonize Exempt Offerings

Hinshaw & Culbertson LLP on

The Securities and Exchange Commission (SEC) on November 2, 2020, adopted a set of amendments to simplify and improve the exempt offering framework. The amendments are designed to make it easier for issuers to access the...more

Dentons

Proposed amendments to the offering memorandum prospectus exemption for real estate and collective investment issuers

Dentons on

Introduction - Canadian securities regulators are proposing new rules applicable when raising money via an offering memorandum. The changes would require enhanced disclosure for non-public issuers, as well as for issuers...more

White & Case LLP

UK Schemes of Arrangement and US Securities Considerations

White & Case LLP on

In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration...more

Foreside

Common Myths about Finders, Solicitors, Unregistered Broker-Dealers, and the “Issuer Exemption”

Foreside on

In the financial services industry, whenever money changes hands, everyone involved in the process wants to get paid. Investors understand that registered investment advisers and broker-dealers are compensated for their role...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes Rule Changes to Improve Private Placement Rules

On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more

Goodwin

SEC Commissioner Peirce Proposes Safe Harbor for Blockchain Developers

Goodwin on

Speaking at the International Blockchain Congress in Chicago on February 6, 2020, SEC Commissioner Hester Peirce proposed a safe harbor from U.S. securities laws so that developers of blockchain protocols could offer and sell...more

Holland & Hart - The Benefits Dial

[Don’t] Tell Me Lies, Tell Me Sweet Little Lies … or the SEC will charge you with fraud

Many private companies assume that if valid federal and state exemptions from registration are available for private company securities that there is little risk of problems with the Securities Exchange Commission (SEC). ...more

Eversheds Sutherland (US) LLP

In tune with the SEC - staff continues dialogue on harmonizing private exemptions

On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more

Foreside

The Devil is in the Details: A Primer on Form D and Blue Sky Filings for Private Fund Managers

Foreside on

Firms offering securities in privately offered pooled investment vehicles (“private funds”) routinely rely on Regulation D (“Reg D”) to avoid registering the offering with the Securities and Exchange Commission (“SEC”) under...more

Dechert LLP

Research Reports of Certain Covered Investment Funds Now Receive Safe Harbor Protection from Being Deemed Offers or Sales

Dechert LLP on

Pursuant to new Rule 139b (Rule) under the Securities Act of 1933, the publication of a “research report” on “covered investment funds” by an unaffiliated broker-dealer will not be deemed an “offer for sale or offer to sell”...more

Fenwick & West LLP

SEC Fines Private Company in First Enforcement Action Resulting from Rule 701 Option Grants Investigation

Fenwick & West LLP on

The U.S. Securities and Exchange Commission brought an action against San Francisco-based Credit Karma on March 12 for issuing employee stock options without a valid registration exemption because the issuer failed to satisfy...more

Foley & Lardner LLP

Private Funds and Managers – Navigating Broker-Dealer Requirements

Foley & Lardner LLP on

When looking to raise capital, broker-dealer compliance may not be at the forefront of a private fund manager’s mind. However, engaging individuals (including the fund manager’s employees) or firms to identify, introduce or...more

Allen Matkins

Shares of Foreign Subsidiaries

Allen Matkins on

I expect that little or no thought is given to the possible application of California’s Corporate Securities Law of 1968 when a corporation incorporates a subsidiary under the laws of a foreign country. However, the issuance...more

White & Case LLP

Recent Cases Restrict Issuers' Ability to Avoid Paying Premiums

White & Case LLP on

Indentures governing high yield and investment grade notes typically provide for a make-whole or other premium to be paid if the issuer redeems the underlying notes prior to maturity. The premiums are intended to compensate...more

Allen Matkins

Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Allen Matkins on

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an...more

Sullivan & Worcester

Small Entity Compliance Guide for Issuers

Sullivan & Worcester on

Earlier this month, the SEC released a small entity compliance guide for issuers regarding its recently passed crowdfunding regulation to help provide issuers with some additional clarity. ...more

Stinson - Corporate & Securities Law Blog

SEC Finalizes Rules Implementing JOBS Act and FAST Act Provisions Concerning Exchange Act Registration Thresholds

On May 3, 2016, the SEC adopted final rules regarding reporting obligation thresholds under the Securities Exchange Act of 1934 mandated by the JOBS Act and the securities provisions of the FAST Act. The rules become...more

Dentons

Canadian Securities Administrators amend reporting requirements for exempt financings

Dentons on

On April 7, 2016, the Canadian Securities Administrators (the CSA) published final amendments to National Instrument 45-106 Prospectus Exemptions and its Companion Policy. The amendments harmonize the reporting requirements...more

Dentons

TSX and TSXV join regulators in accommodating rights offerings

Dentons on

The rights offering exemption has historically been an underutilized means of raising capital for public issuers. This exemption from the requirement to file a prospectus allows issuers a method of financing whereby existing...more

Katten Muchin Rosenman LLP

FINRA Issues Notice on the Application of the Mark-Up Rule to Exempted Government Securities Transactions

The Financial Industry Regulatory Authority released Regulatory Notice 16-03, which discusses the Securities and Exchange Commission’s approval of amendments to FINRA Rule 0150 (Application of Rules to Exempted Securities...more

Kelley Drye & Warren LLP

FAST Act Creates a New Exemption for the Resale of Securities and Eases Certain Regulations for Emerging Growth Companies and...

The Fixing America’s Surface Transportation Act (FAST Act) was signed into law by President Obama on December 4, 2015. Though the bulk of the FAST Act relates to infrastructure funding, it includes a number of significant...more

Allen Matkins

Sellers May Find The FAST Act To Be Not So Fast

Allen Matkins on

I’ve devoted several recent posts to the new secondary trading exemption that Congress tacked on to Section 4 of the Securities Act of 1933. The exemption is poorly drafted and in many cases may prove unusable. Perhaps this...more

Allen Matkins

Congress’ Strange New Secondary Trading Exemption

Allen Matkins on

Yesterday’s post introduced new Section 4(a)(7) of the Securities Act of 1933, as added by the Fixing America’s Surface Transportation Act or the “FAST Act”.  Boiled down to the essentials, this is a secondary trading...more

Blake, Cassels & Graydon LLP

TSX Implements Rule Changes to Benefit Interlisted Issuers

The Toronto Stock Exchange (TSX) has implemented amendments (Amendments) to its Company Manual to modify and expand the exemptions available to TSX issuers listed on one or more other exchanges (interlisted issuers) where the...more

Stinson LLP

SEC Finalizes Regulation Crowdfunding

Stinson LLP on

The United States Securities and Exchange Commission has issued final rules on Regulation Crowdfunding. Our summary is set forth below. The final rules and forms are effective 180 days after publication in the Federal...more

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