News & Analysis as of

Securities Act of 1933 Proposed Rules

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 -
Hogan Lovells

Securities Act Rule 192 – Conflicts of interest relating to certain securitizations

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On January 25, 2023, the U.S. Securities and Exchange Commission re-proposed a rule, previously presented in 2011, to prevent material conflicts of interest with an investor in an asset-backed securitisation transactions. ...more

Alston & Bird

New SEC Rule 192: Prohibition Against Conflicts of Interest in Certain Securitizations

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Our Finance Group summarizes the Securities and Exchange Commission’s finalized Rule 192 that prohibits conflicts of interest among participants in asset-backed securitizations. - The Dodd–Frank Act prohibits conflicts...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - November 2023

...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well...more

Dechert LLP

CLOs and Rule 3a-7 – A Port In Uncertain Regulatory Seas?

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CLOs that rely on Rule 3a-7 are exempt from several regulatory regimes that apply to traditional CLOs that rely on Section 3(c)(7) - These CLOs are structured similarly to Section 3(c)(7) CLOs, but are subject to...more

Sheppard Mullin Richter & Hampton LLP

SEC’s Proposed Conflicts of Interest Rule May Impede Hedging

Critics are warning that the SEC’s recently proposed rule (the “Proposed Rule”) prohibiting conflicts of interest in asset-backed securities (ABS) transactions may impede the ability of financial institutions, broker-dealers...more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - April 2023

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REGULATORY UPDATES - Recent SEC Leadership Changes - On January 10, 2023, the Securities and Exchange Commission (the “SEC”) announced the appointment of Cristina Martin Firvida as director of the Office of the Investor...more

King & Spalding

Rule 192

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On January 25, 2023, the Securities and Exchange Commission (“SEC”) issued a release reproposing new Rule 192 (the “Proposed Rule”) under the Securities Act of 1933 (the “Securities Act”), which is intended to prevent the...more

Cadwalader, Wickersham & Taft LLP

SEC Re-Proposes a Rule Prohibiting Conflicts of Interest in Certain Securitizations

On January 25, 2023, the Securities and Exchange Commission (“SEC” or “Commission”) issued a release (the “Re-Proposal”) proposing Rule 192 under the Securities Act of 1933, as amended (the “Securities Act”), a rule that is...more

Akin Gump Strauss Hauer & Feld LLP

SEC Re-Proposes Rule to Prohibit Material Conflicts of Interest in Securitizations

On January 25, 2023, the U.S. Securities and Exchange Commission (SEC) re-proposed rules1 (the “Proposed Rule”) to implement Section 27B of the Securities Act of 1933, as amended (“Section 27B”), which was mandated by Section...more

Mayer Brown Free Writings + Perspectives

SEC Re-Proposes Conflict of Interest Rule for Asset-Backed Securities

Executive Summary - The Securities and Exchange Commission (the “SEC”) has issued proposed Rule 192 pursuant to Section 27B of the Securities Act of 1933. Section 27B requires the SEC to issue rules for the purpose of...more

Vinson & Elkins LLP

Securitizing Without Conflicts – Proposed SEC Rulemaking

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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

Seward & Kissel LLP

SEC Adopts Rule and Form Amendments Relating to Shareholder Reports and Investment Company Advertisements

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The Securities and Exchange Commission (SEC) recently adopted substantial amendments to shareholder reports used by investment companies, including mutual funds and exchange-traded funds (ETFs) (collectively, funds)...more

Kohrman Jackson & Krantz LLP

Ohio’s Top Securities Regulator Backs Restrictions on REIT Investments

The North American Securities Administrators Association (NASAA), a non-governmental organization that recommends securities regulations for state adoption, has published proposed rules that would limit the ability of...more

Bass, Berry & Sims PLC

Reverberations Felt from SEC’s SPAC Proposal Even Before Rules Are Adopted

In March 2022, the Securities and Exchange Commission (SEC) proposed sweeping new rules to regulate the disclosures and liabilities associated special purpose acquisition companies (SPACs). The proposing release is available...more

A&O Shearman

Scope 3 emissions and the SEC’s proposed disclosure rules

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Companies face various challenges when they report on “Scope 3,” or indirect, greenhouse gas emissions....more

Mitchell, Williams, Selig, Gates & Woodyard,...

Enforcement and Standardization of Climate-Related Disclosures for Investors/Securities and Exchange Commission Proposed Rule:...

The National Waste & Recycling Association (“NWRA”) submitted comments to the United States Securities and Exchange Commission (“SEC”) addressing its proposed rule titled: Enhancement and Standardization of...more

Foley & Lardner LLP

Top Legal Issues Facing the Manufacturing Sector in 2022

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As the global economy faces the third year of the pandemic, manufacturers are no longer focused on figuring out when things will return to “normal.” Instead, they are applying lessons learned from the past few years to become...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

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On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Bilzin Sumberg

SEC Proposes Rules Governing SPACs and De-SPAC Transactions

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The Special Purpose Acquisition Company (“SPAC”) market is facing both a new set of rules and amendments to rules already in place under the Securities Act of 1933 and Securities Exchange Act of 1934.  Last month, the U.S....more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more

Holland & Knight LLP

Writing on the Wall for SPAC Underwriters? New SEC Rule Increases Exposure and Risks

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Last week, Holland & Knight's experienced Corporate, M&A and Securities Team dove into the details of the SEC's recent rule proposal covering enhanced disclosures for SPACs and de-SPAC transactions. As detailed in the post,...more

Holland & Knight LLP

SEC Releases Proposal to Enhance Disclosures for SPACs and De-SPAC Transactions

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In this post, Holland & Knight's Corporate, M&A and Securities Team unpacks the U.S. Securities and Exchange Commission's (SEC) recent rule proposal covering enhanced disclosures for SPACs and de-SPAC transactions. Next week,...more

Goodwin

SEC Proposes Rule Amendments Requiring Climate — Related Disclosures

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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

Foley & Lardner LLP

SEC Proposes New Rules for SPACs: What will the future hold for SPACs?

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On March 30, 2022, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related...more

Baker Donelson

FAQ: The SEC's Proposed Rule on the Enhancement and Standardization of Climate Related-Disclosures

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On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) released its much-anticipated proposed rule titled "The Enhancement and Standardization of Climate-Related Disclosures for Investors." The proposed enhanced...more

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