News & Analysis as of September 23, 2024

Securities Act of 1933 › Capital Formation

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The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -

Litigation developments: federal forum provisions

Regulation A+ SEC Developments - Recent SEC Enforcement Proceedings and SEC Comment Letter Trends

Goodwin on 7/18/2023

In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more

SEC Securities Act Rules Simplified, Improved

Steptoe & Johnson PLLC on 11/13/2020

The SEC amended the rules under the Securities Act of 1933 ("Act") to simplify, harmonize, and improve certain aspects of the exempt offering framework in order to promote capital formation while preserving or enhancing...more

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

Mintz - Securities & Capital Markets... on 11/13/2020

On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

SEC Amends Accredited Investor Definition

Brownstein Hyatt Farber Schreck on 8/28/2020

On Aug. 26, 2020, the Securities and Exchange Commission (SEC) announced amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIBs) to expand the universe of investors who are eligible...more

ABA Securities Committee Comments on SEC’s Concept Release on Private Offerings Harmonization

Bass, Berry & Sims PLC on 11/1/2019

In June of this year, the SEC issued a concept release that reviews the framework for exempt offerings, including several exemptions from registration under the Securities Act of 1933 that facilitate capital raising. The...more

SEC: Time to revamp securities offering exemptions

White & Case LLP on 7/24/2019

SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more

SEC Explores Ways to Simplify, Harmonize, and Improve the Framework For Exempt Offerings

Jones Day on 7/5/2019

The Situation: In recent years, the overall framework for exempt offerings has shifted as new exemptions from the registration requirements of the Securities Act of 1933 ("Securities Act") have been introduced and existing...more

The Effects of the SEC Shutdown on the Capital Markets

Sheppard Mullin Richter & Hampton LLP on 1/21/2019

Although EDGAR continues to accept filings, the government shutdown has now eclipsed its 28th day and the SEC continues to operate with limited staff which is having a crippling effect on the ability of many companies to...more

Removing the Delaying Amendment – An Example

Bass, Berry & Sims PLC on 1/8/2019

With the government partially shut down, the SEC is following its operations plan during a shutdown, which entails an extremely limited number of staff members available to respond to emergency situations involving market...more

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

Morrison & Foerster LLP on 6/12/2018

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

Small Business Credit Availability Act: Increasing Capital and Flexibility for Business Development Companies

Dechert LLP on 3/27/2018

Highlights - On March 23, 2018, President Trump signed the Small Business Credit Availability Act (the Act), which aims to increase the availability of funding to small to mid-sized private U.S. companies and startups by...more

Micro Offering Safe Harbor Act Passes House

Morrison & Foerster LLP - JOBS Act on 11/13/2017

On November 9, 2017, the House of Representatives passed H.R. 2201, the Micro Offering Safe Harbor Act, by a vote of 232-188. The bill proposes to amend the Securities Act of 1933 to exempt certain micro offerings from state...more

Treasury Issues Plan to Streamline Capital Markets Regulation

Stinson - Corporate & Securities Law Blog on 10/9/2017

Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more

SEC to ICO Players: Our Game, Our Rules

Schwabe, Williamson & Wyatt PC on 9/13/2017

On July 25, 2017, the U.S. Securities and Exchange Commission (the “SEC”) published an investigative report (the “Report”) cautioning market participants that the offer and sale of digital assets such as “coins” or “tokens,”...more

Legislation Relating to Capital Formation

Morrison & Foerster LLP - JOBS Act on 5/22/2017

As the 115th United States Congress is currently in session, a number of bills designed to promote capital raising for companies have been introduced in both the House and the Senate. In the last two months, both the House...more

Three Bills Proposing Amendments to the Federal Securities Laws Gain Traction in Congress

Stinson - Corporate & Securities Law Blog on 2/4/2016

The U.S. House of Representatives passed three bills on February 1, 2016 that propose changes to the federal securities laws, including the Securities Act of 1933 (’33 Act) and Securities Exchange Act of 1934 (’34 Act)....more

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Morrison & Foerster LLP - JOBS Act on 2/1/2016

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

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

Morrison & Foerster LLP on 11/6/2015

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

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

Stinson - Corporate & Securities Law Blog on 11/2/2015

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

House Passes Two Bills Relating to Capital Formation

Morrison & Foerster LLP - JOBS Act on 10/7/2015

Today, the House passed two bills relating to the promotion of capital formation by smaller companies, H.R. 1525 and H.R. 1839....more

NASAA Mistakes The Principal

Allen Matkins on 10/1/2015

I have frequently commented on the fact that many so-called “investor protections” have the unintended consequence of increasing the risk of investor losses. One example are limitations on resales. An illiquid security is...more

Advisory Committee on Small and Emerging Companies Makes Three Written Recommendations to SEC

Morrison & Foerster LLP - JOBS Act on 9/24/2015

It was a productive morning at the last meeting of its current term for the SEC Advisory Committee on Small and Emerging Companies. The Committee, which has been renewed for two more years, approved three recommendations to...more

A+ for Raising New Capital

Sands Anderson PC on 6/23/2015

Access to capital for private companies just became easier and most likely cheaper. The U.S. Securities and Exchange Commission’s amendments to Reg A under the Securities Act of 1933 went into effect on June 19, 2015....more

Crowdfunding: What It Is and What It Isn’t

K&L Gates LLP on 4/1/2015

THIS OUTLINE is intended to flag a number of things about Crowdfunding that counsel should consider and in guiding entrepreneurial clients and small issuers with this developing capital formation exemption from the...more

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Securities Act of 1933 › Capital Formation

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