News & Analysis as of

Securities Act of 1933 › Comment Period

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... more +
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 -
Ballard Spahr LLP

Review of the Accredited Investor Definition Under Dodd-Frank

Ballard Spahr LLP on

On December 14, 2023, the Securities and Exchange Commission (SEC) released a staff report on the definition of accredited investor, examining the current status of the accredited investor pool and discussing several...more

Vinson & Elkins LLP

Securitizing Without Conflicts – Proposed SEC Rulemaking

Vinson & Elkins LLP on

On January 25, 2023, the SEC reproposed its 2011 proposed rule to prohibit certain securitization participants from engaging in transactions that present conflicts of interest vis-à-vis ABS investors. This note answers a...more

Goodwin

SEC Proposes Rule Amendments Requiring Climate — Related Disclosures

Goodwin on

SEC Proposes Rule Amendments Requiring Climate-Related Disclosures; Southern District of New York Dismisses Securities Fraud Claims Against U.S. Stock Exchanges for Lack of Standing; Southern District of New York Dismisses...more

Morgan Lewis

FINRA Comment Request: OTC Symbols Assigned to Digital Asset and Other Unlisted Equity Securities

Morgan Lewis on

The Financial Industry Regulatory Authority (FINRA) published a regulatory notice (RN 21-32) on September 14, 2021 requesting comment on its policy relating to the assignment of OTC symbols to unlisted equity securities....more

Goodwin

President Biden Issues Sweeping Executive Order on Promoting Competition in the American Economy

Goodwin on

In This Issue. President Joe Biden issued a sweeping executive order aimed at cracking down on anticompetitive practices and reducing consolidation across multiple industry sectors, including financial services; the Federal...more

McGuireWoods LLP

SEC Proposes Change to Rule 144 Holding Period for Variable Rate Convertible Securities

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On Dec. 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed rule changes that would require the mandatory six-month holding period under Rule 144 to begin at the time of conversion or exchange of a security...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

Mintz - Public Finance Viewpoints

SEC’s Proposed Broker-Dealer Exemption May Apply to “Finders” for Municipal Securities

Mintz - Public Finance Viewpoints on

Today, the SEC published in the Federal Register a proposed notice of an exemptive order (the “Proposal”) that would, subject to limitations and conditions discussed below, exempt certain individuals seeking to find investors...more

Carlton Fields

SEC Proposes Changes to Fund Shareholder Reports, Prospectuses, SAIs, and Ads

Carlton Fields on

On August 5, the SEC proposed what it called “comprehensive modifications to the mutual fund … disclosure framework.” ...more

K&L Gates LLP

SEC Proposes Amendments to Expand Definition of Accredited Investor

K&L Gates LLP on

I. INTRODUCTION - On December 18, 2019, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act”),...more

Dechert LLP

SEC Proposes Amendments to Update Accredited Investor and Qualified Institutional Buyer Definitions

Dechert LLP on

The U.S. Securities and Exchange Commission on December 18, 2019 approved for publication a rulemaking proposal (Proposal) to: amend the definition of “accredited investor;” introduce additional qualification methods; codify...more

Sullivan & Worcester

SEC Proposes Amendments to Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

Sullivan & Worcester on

The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more

Faegre Drinker Biddle & Reath LLP

SEC Proposes Update to Accredited Investor Definition that Would Make Private Markets Available to More Investors

Faegre Drinker Biddle & Reath LLP on

On December 18, 2019, the Securities and Exchange Commission (SEC) voted to propose amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Reg D) under the Securities Act of 1933 (Securities...more

Eversheds Sutherland (US) LLP

SEC proposal seeks to expand access to private funds

Eversheds Sutherland (US) LLP on

On December 18, 2019, the Securities and Exchange Commission (SEC) issued a proposed rule – “Amending the ‘Accredited Investor’ Definition” (the Proposed Rule) – that would expand access to private funds for certain...more

Sullivan & Worcester

SEC Proposes to Update Accredited Investor and Qualified Institutional Buyer Definitions

Sullivan & Worcester on

The SEC today proposed amendments to the definition of “accredited investor,” one of the principal tests for who is eligible to participate in exempt private placements of securities. According to the SEC, the proposed...more

Sheppard Mullin Richter & Hampton LLP

SEC Looks to Modernize Disclosure Approach

Sheppard Mullin Richter & Hampton LLP on

On August 8, 2019, the Securities and Exchange Commission (the “SEC”) announced that it voted to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that public...more

Dechert LLP

SEC Proposes Relaxed Registration, Communications and Offering Requirements for Business Developments Companies and Registered...

Dechert LLP on

The U.S. Securities and Exchange Commission on March 20, 2019 proposed a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933, applicable to business...more

Troutman Pepper

Proposed Rule Would Allow Expanded Solicitations of Interest Prior to a Registered Public Offering

Troutman Pepper on

On February 28, the Securities and Exchange Commission proposed a new rule under the Securities Act of 1933. The new rule 163B would expand the availability to follow-on and other registered offerings and to all issuers of...more

BakerHostetler

SEC Solicits Comments to Expand Pre-Filing Communications of Offers to Sell Securities

BakerHostetler on

On February 19, 2019, the Securities and Exchange Commission (SEC) voted to propose a new rule under the Securities Act of 1933 (the Securities Act), and amendments to Rule 405 (together, the Proposed Rule), to expand the...more

Mayer Brown Free Writings + Perspectives

Testing the Waters for All? Proposed New Rule Would Expand Accommodation to All Issuers

Mayer Brown Free Writings + Perspectives on

Since the Jumpstart Our Business Startups (JOBS) Act was enacted in 2012, emerging growth companies (EGCs) have benefited from the opportunity to test the waters with investors and gauge interest in a potential offering....more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Expand “Test-the-Waters” Communications to all Issuers

Stinson - Corporate & Securities Law Blog on

The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today....more

Mayer Brown Free Writings + Perspectives

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Mayer Brown Free Writings + Perspectives on

The Securities and Exchange Commission took the long-awaited step of proposing rules for comment that would extend the ability to test the waters beyond emerging growth companies, or EGCs. ...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes to Expand "Test the Waters" to All Issuers

Kramer Levin Naftalis & Frankel LLP on

Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more

Dorsey & Whitney LLP

SEC Requests Comments on Earnings Releases and Quarterly Reporting

Dorsey & Whitney LLP on

The SEC issued a request for comment on the nature and timing of disclosures that reporting companies must provide in quarterly reports on Form 10-Q, including when the requirements overlap with earnings releases furnished on...more

Dechert LLP

SEC Issues Proposed Rule Permitting Variable Annuity and Variable Life Insurance Contracts to Use Layered Disclosure

Dechert LLP on

The U.S. Securities and Exchange Commission announced on October 30, 2018 that it had voted to issue a proposed rule and form amendments1 that would allow insurers offering variable annuity and/or variable life insurance...more

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