News & Analysis as of

Rule 701 Securities Act of 1933

Dechert LLP

SEC Adds Its Voice to Those Looking for “Equity”-ble Treatment of Gig Workers – New SEC Proposal Modernizes Rule 701 and Form S-8

Dechert LLP on

The Securities and Exchange Commission (the “SEC”) recently proposed temporary rules that would permit companies to offer equity compensation to “platform workers” who provide services available through the company’s...more

K&L Gates LLP

An Early Holiday for Gig Workers: SEC Proposes to Expand Ability of Companies to Grant Equity Compensation to Gig Economy Workers

K&L Gates LLP on

Introduction - On 24 November  2020, the Securities and Exchange Commission (SEC) proposed rules that would meaningfully expand the ability of companies involved in the “gig economy” to grant equity compensation to their...more

K&L Gates LLP

Keeping Up With the Times: SEC Proposes to Modernize Ability of Companies to Grant Equity Compensation

K&L Gates LLP on

Introduction - On 24 November 2020, the Securities and Exchange Commission (SEC) proposed rules that would significantly modernize and simplify the ability of companies to grant equity compensation to their workers under...more

Womble Bond Dickinson

SEC Proposes to Ease Restrictions on Compensatory Offerings to Employees, “Platform Workers” and Other Service Providers

Womble Bond Dickinson on

Last week, the Securities and Exchange Commission (the “SEC”) proposed amendments that would ease restrictions on compensatory securities offerings to employees and other service providers under Rule 701 and Form S-8, both...more

BCLP

The SEC Experiments: Proposed Amendments to Include Certain Gig Workers in Compensatory Offerings under Rule 701 and Form S-8

BCLP on

The SEC recently voted to approve proposed amendments to Rule 701 and Form S-8 governing the offer or sale of securities to employees through compensation programs. The proposed amendments provide for a temporary, five-year...more

Fenwick & West LLP

SEC Proposed Amendments to Rule 701 and Form S-8 and a New Temporary…

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has issued Release No. 33-10891 proposing amendments to Securities Act Rule 701, which provides an exemption from registration for the issuance of compensatory securities by private...more

BCLP

SEC Proposes Significant Amendments to Rule 701 and Form S-8 to Better Align with Current Employment Practices

BCLP on

On November 24, 2020, the SEC approved proposed amendments to rules governing the offer or sale of securities to employees through compensation programs. The proposed amendments to Rule 701 and Form S-8 are designed to...more

Cooley LLP

Alert: SEC Proposes Changes to Rule 701 and Form S-8

Cooley LLP on

On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would...more

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

Holland & Hart - The Benefits Dial

Trouble Ahead, Trouble Behind, and You Know Rule 701 Just Crossed My Mind

This week we’re changing the station on the Benefits Dial to remind private companies who are granting securities to their employees of the importance of complying with Rule 701. Rule 701 of the Securities Act of 1933...more

Lowenstein Sandler LLP

COVID-19: Considerations in Stock Option Repricing

Lowenstein Sandler LLP on

In the past weeks, many companies, both public and private, have seen their stock prices and values decline because of the economic disruption caused by COVID-19.  As a result, outstanding stock options may no longer provide...more

Pillsbury Winthrop Shaw Pittman LLP

From Home Sharing and Ride Sharing to Shareholding

Airbnb and Uber add support to revision of Rule 701 to dramatically expand availability of Rule 701 for equity grants by “gig economy” companies. Airbnb and Uber want the SEC to reform Rule 701 to permit equity issuances...more

Ward and Smith, P.A.

Dodd-Frank Revisions Benefit Private Companies: Congress Doubles Enhanced Disclosure Trigger for Equity Compensation Awards Under...

Ward and Smith, P.A. on

The Economic Growth, Regulatory Relief, and Consumer Protection Act (the "Act") hit national news channels in late May 2018 due to its sweeping relief from provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer...more

Harris Beach PLLC

SEC Amendment to Rule 701 May Expand the Use of Equity Compensation by Private Companies

Harris Beach PLLC on

The Congressionally-mandated amendment aims to ease the disclosure burdens of private companies that grant compensatory stock to employees. Grants of securities to employees, including stock options, restricted stock and...more

Goodwin

Rule 701 Update – Increased Threshold for Heightened Disclosure Requirements - July 2018

Goodwin on

Effective today, July 24, 2018, the threshold for providing additional disclosure to employees under Rule 701 of the Securities Act of 1933, as amended (Rule 701) is increased from aggregate sales of $5 million in any...more

A&O Shearman

SEC Issues Final Rules to Increase Rule 701 Enhanced Disclosure Threshold

A&O Shearman on

Publishes Concept Release to Explore Rule 701 and Form S-8 Reform - The Adopting Release - On June 18, 2018, the Securities and Exchange Commission (SEC) issued final rules to amend Securities Act Rule 701, which...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Eases Disclosure Threshold Under Rule 701

On July 18, 2018, the Securities and Exchange Commission (SEC) amended Rule 701(e) of the Securities Act of 1933 (Securities Act), as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act. The...more

Stinson - Corporate & Securities Law Blog

SEC Raises Threshold for Additional Disclosures Under Rule 701

Rule 701 under the Securities Act of 1933 provides an exemption from registration for securities issued by non-reporting companies pursuant to compensatory arrangements. ...more

Morrison & Foerster LLP

Not Just for Banks: Congress Passes Legislation Providing Relief from Dodd-Frank Era Regulations Restricting Capital Formation

On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”). While much of the Act was designed to provide smaller financial institutions and community...more

Proskauer - The Capital Commitment

Unicorns: The Tale Continues

Potential disputes involving unicorns have been a hot topic for the last several years. We predicted that would continue this year in in our webinar and related blog post: The Top Ten Regulatory and Litigation Risks for...more

Nelson Mullins Riley & Scarborough LLP

Compliance Karma – Check on Rule 701 Exemption

A California tech firm recently settled with the Securities and Exchange Commission (SEC), paying $160,000 for violating Rule 701 of the Securities Act (Rule 701) because the firm failed to provide detailed financial...more

White and Williams LLP

SEC Enforcement Action Shines Light on Equity-Based Compensation Disclosure Compliance of Private Companies

White and Williams LLP on

On March 12, 2018, the US Securities and Exchange Commission (SEC) brought an action against Credit Karma, Inc., a Silicon Valley-based fintech company, for issuing stock options to its employees in violation of US securities...more

Stinson - Corporate & Securities Law Blog

Fintech Company Subject to SEC Enforcement Action for Exceeding Rule 701 Option Grant Limit

Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933. ...more

Goodwin

Rule 701 Refresher and Updates

Goodwin on

The Securities and Exchange Commission (SEC) issued additional guidance in late 2017 to assist companies in complying with the heightened disclosure requirements under Rule 701 of the Securities Act of 1933, as amended (the...more

Fenwick & West LLP

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

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