News & Analysis as of

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Behind the SEC Curtain - Practical Tips for Interacting with the SEC Staff

by Bass, Berry & Sims PLC on

I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.” The...more

SEC Sidelines Funds Focused on Cryptocurrencies

by Carlton Fields on

In a January 18 letter to two of the fund industry’s leading advocacy groups, the staff of the SEC’s Division of Investment Management advised fund sponsors not to initiate registration of funds that intend to invest...more

Criminal And Civil Charges Filed In Connection With Initial Coin Offering By Centra Tech

by Shearman & Sterling LLP on

On April 2, 2018, the U.S. Department of Justice (“DOJ”) and Securities Exchange Commission (“SEC”) announced criminal and civil charges against two startup co-founders for allegedly defrauding and conspiring to defraud...more

New Legislation Will Benefit Business Development Companies While Closed-End Funds Remain in Limbo

On March 23, 2018, President Donald Trump signed the Consolidated Appropriations Act of 2018 into law. This legislation includes the Small Business Credit Availability Act (SBCA), which contains numerous changes to...more

Financial Reporting for Foreign Private Issuers Before the SEC

by White and Williams LLP on

Under the current rules of the US Securities and Exchange Commission (SEC), foreign issuers are allowed to use International Financial Reporting Standards (IFRS) financial statements in their registration statements and...more

Court Partially Grants Motion to Dismiss in RMBS Certificateholder Suit

On March 2, 2018, Judge Louis L. Stanton of the United States District Court for the Southern District of New York granted in part and denied in part a motion by RMBS issuers and underwriters to dismiss five new claims...more

Blog: Is The SEC About To Allow All Companies To “Test The Waters”?

by Cooley LLP on

The WSJ is reporting that “people familiar with the matter”—every reporter’s favorite source—say that the SEC is “weighing” expanding “test the waters” beyond just EGCs. You might recall that, in 2012, the JOBS Act allowed...more

Blog: It Takes A Unicorn? SEC Approves NYSE Rule Change To Facilitate Direct Listings

by Cooley LLP on

The chatter has it that some unicorns are considering skipping the standard underwritten IPO in favor of a “direct listing.” Essentially, this process involves a registered sale by selling shareholders directly into the...more

SEC Staff Grants a Closed-End Fund No-Action Relief Under Rule 486(b) Covering Securities Other Than Common Stock

by Dechert LLP on

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC or Commission) on February 14, 2018 issued a no-action letter (Letter) that would specifically permit the...more

Investment Services Regulatory Update - February 2018

by Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts – SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues Guidance on Cryptocurrency-related Holdings - On January 18, 2018, the staff of the SEC’s Division of Investment...more

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

SEC Staff Seeks Industry Engagement on Questions Regarding Development of Funds Holding Cryptocurrency-Related Products

by Dechert LLP on

The Director of the U.S. Securities and Exchange Commission (SEC) Division of Investment Management has outlined concerns of the SEC Staff (Staff) with respect to the registration of funds that hold cryptocurrencies and...more

Potential SEC Shutdown: Frequently Asked Questions About the Impact on Capital Markets Transactions and Public Companies

The U.S. federal government shutdown that began Saturday has the potential to affect capital markets and public companies in far-reaching ways. While the Securities and Exchange Commission currently plans to operate fully...more

SEC Shuts Down Initial Coin Offering Using Blockchain for Failure to File Securities Registration Statement

by Hinshaw & Culbertson LLP on

On December 11, 2017, the SEC instituted cease-and-desist proceedings against Munchee Inc., the creator of an iPhone application that allows users to review restaurant meals, with regard to Munchee's planned initial coin...more

The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

by Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

Corporate Finance Alert: House Passes Bipartisan Legislation Intended to Ease Capital Formation

On November 1, 2017, the House of Representatives passed two bills intended to ease regulatory burdens on capital formation. The bills would amend the Securities Act of 1933 (Securities Act) to extend the “testing the waters”...more

SEC Proposes Amendments to Modernize and Simplify Regulation S-K

by Foley & Lardner LLP on

On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to modernize and simplify disclosure requirements in Regulation S-K and related rules and forms to reduce the costs and...more

Effective Cause Marketing: Ways to Ensure Your Good Deeds Go Unpunished

by Nutter McClennen & Fish LLP on

Collaborations between charitable organizations and for-profit businesses to simultaneously promote a cause and raise funds for the charity have been demonstrably successful and are occurring with increasing frequency. When...more

The SEC Gets Hacked: What Now?

by Nossaman LLP on

It was recently revealed that the Securities and Exchange Commission’s (“SEC”) EDGAR database, which is used by public companies to file official documents, was breached. According to the SEC, trading off of that hacked...more

To Disclose Or Not To Disclose: Trade Secrets Vs. Patents

by Dickinson Wright on

When a business develops valuable information not known to its competitors, it is often faced with a difficult and important decision: whether to disclose that information and seek federal patent protection, or to maintain...more

What Effect Will the New Revenue Recognition Standard Have on M&A?

by Stinson Leonard Street on

The Financial Accounting Standards Board's new revenue recognition standard is expected to have wide-ranging effects on M&A transactions. The new revenue recognition standard under GAAP will be applicable to public companies...more

Filed v. Furnished, What’s the Difference?

by Sullivan & Worcester on

When disclosing information in a filing with the SEC, it is important to know whether such disclosure and any related exhibits should be "filed" or "furnished". To non-lawyers, this may seem like semantics or another...more

SEC Updates Guidance on Draft Registration Statements

On Aug. 17, the U.S. Securities and Exchange Commission (SEC) issued guidance in connection with financial information that may be omitted on draft registration statements. These measures are the latest in the SEC’s efforts...more

SEC Hyperlink Rules Are Live

Effective September 1, 2017, the Securities and Exchange Commission’s (SEC) recently adopted rules require most companies that file public reports to include active hyperlinks to each exhibit listed in the exhibit index, as...more

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