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Safe Harbors Securities and Exchange Commission (SEC) The Jump-Start Our Business Start-Ups Act

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Whitman Legal Solutions, LLC

Simplified Rule 506(c) Investor Verification Takes Effect March 15

Although few might think of securities laws as “simple,” sometimes, laws are more complicated than necessary. That has been the case with accredited investor verification under Rule 506(c). But that will change when a new...more

Fenwick & West LLP

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more

Eversheds Sutherland (US) LLP

On track with the SEC - staff proposes rules on streamlining private exemptions

On March 4, 2020, the Securities and Exchange Commission (the SEC) issued a proposed rule (the “Proposed Rule”) on ways to “simplify, harmonize, and improve certain aspects of the exempt offering framework to promote capital...more

Whitman Legal Solutions, LLC

SEC Proposes New Accredited Investor Rule

Access to invest in private placement securities reminds me of All-State Orchestra. Private placements provide unique investment opportunities that can help investors diversify their portfolios. Yet, most private placements...more

Eversheds Sutherland (US) LLP

SEC proposes to expand “testing-the-waters” provisions to all issuers

On February 19, 2019, the Securities and Exchange Commission (SEC) announced a proposal to expand the “testing-the-waters” exemption to all issuers. Currently the exemption is limited to emerging growth companies (EGCs)....more

Allen Matkins

SEC Enforcement Action Demonstrates That Timing Is Everything

Allen Matkins on

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering...more

Latham & Watkins LLP

The US IPO Guide - 2018 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Morrison & Foerster LLP

Securities Offerings and Communications: Is the Integration Bogeyman Dead

In our Practising Law Institute treatise Exempt and Hybrid Securities Offerings, we refer to the concept of “integration” under the securities law as a bogeyman of sorts for practitioners. In this day and age of tweets and...more

Morrison & Foerster LLP

SEC Completes JOBS Act Rulemaking with Amendments to Exchange Act Registration Rules

The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...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

K&L Gates LLP

Joining the Crowd: SEC Adopts Final Crowdfunding Regulations - Part III - Intermediaries

K&L Gates LLP on

On October 30, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules in the form of Regulation Crowdfunding to implement the securities-based crowdfunding exemption in Section 4(a)(6) of the Securities Act...more

Latham & Watkins LLP

US IPO Guide - 2015 Edition

Latham & Watkins LLP on

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Morrison & Foerster LLP

SEC Proposes Rule Changes to Pave the Way for Intrastate and Regional Offerings

At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more

Sands Anderson PC

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

Sands Anderson PC on

The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Katten Muchin Rosenman LLP

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies (Committee) met on June 3 to discuss various topics including (1) SEC rules with respect to intrastate crowdfunding; (2) the...more

Stinson - Corporate & Securities Law Blog

SEC Proposes JOBS Act Rules for Exchange Act Registration Requirements

As mandated by the JOBS Act, the SEC has issued proposed amendments to revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Exchange...more

K&L Gates LLP

Notification Requirement for Firms Claiming Compliance with the Global Investment Performance Standards (GIPS)

K&L Gates LLP on

The GIPS Executive Committee has approved a new requirement, effective January 1, 2015, that any firm claiming compliance with GIPS must annually notify the CFA Institute of such claim by June 30. Each GIPS-compliant firm...more

Foley Hoag LLP

SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

Foley Hoag LLP on

The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more

Morrison & Foerster LLP - JOBS Act

A+ Indeed: The SEC’s Proposed Rules Amending Reg A

Overview - Yesterday, December 18, 2013, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules both retain and modernize the current framework of Regulation...more

Stinson - Corporate & Securities Law Blog

Integration Issues Under The JOBS Act

The integration doctrine must be considered when an issuer conducts multiple offerings in a short period of time. If applicable, multiple offerings are collapsed to determine if a safe harbor or exemption still applied. ...more

Latham & Watkins LLP

New Regulation D General Solicitation and “Bad Actor” Disqualification: Considerations for Private Funds

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Offerings of private investment fund interests routinely rely on Rule 506 of the Regulation D “safe harbor” from registration under the Securities Act of 1933. Historically, such offerings have been strictly required to avoid...more

Dechert LLP

Private Equity Newsletter - Autumn 2013 Edition: SEC Permits General Solicitation and General Advertising in Private Placement...

Dechert LLP on

Most private equity funds that are subject to the U.S. securities laws have relied on Rule 506(b), a safe harbor under Section 4(a)(2) of the Securities Act of 1933 (Securities Act), in forming funds and soliciting investors....more

Akerman LLP

SEC Issues Final Rules Implementing Provisions under the JOBS Act and Dodd-Frank: Prohibition on General Solicitation and...

Akerman LLP on

On July 10, 2013, the Securities and Exchange Commission (Commission), issued final rules implementing provisions of the Jumpstart our Business Startups Act (JOBS Act) and the Dodd-Frank Wall Street Reform and Consumer...more

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