News & Analysis as of

Securities Act of 1933 Regulation D Disclosure Requirements

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 -
Alston & Bird

SEC Harmonizes and Improves “Patchwork” Exempt Offering Framework

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Our Securities Group breaks down new final rules that the Securities and Exchange Commission hopes will maintain investor protections while eliminating regulatory uncertainty....more

Steptoe & Johnson PLLC

SEC Securities Act Rules Simplified, Improved

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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

BCLP

SEC Modernizes Framework for Exempt Offerings

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In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more

Alston & Bird

SEC Amends Regulation S-K Disclosure Requirements and Updates Definitions of “Accredited Investor” and “Qualified Institutional...

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Our Securities Group reviews new amendments from the Securities and Exchange Commission that seek to help investors better understand disclosure documents and expand the list of those eligible to participate in private...more

Latham & Watkins LLP

The Latham & Watkins Global IPO Guide - 2020 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

White & Case LLP

SEC: Time to revamp securities offering exemptions

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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

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

Mintz

EB-5 Due Diligence Matters

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Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

Troutman Pepper

Crowdfunding Regulations

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On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more

Ballard Spahr LLP

SEC Issues Final Rule on Crowdfunding, Proposes Amendments to Existing Rules to Facilitate Small Business Capital Raising

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Last week, the U.S. Securities and Exchange Commission (SEC) adopted the final rule permitting crowdfunding, permitting investors to purchase securities over the Internet using a crowdfunding exchange, on October 30, 2015....more

Goulston & Storrs PC

What's Market? Update: Securities

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Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

Goodwin

SEC Staff Issues Guidance on Accredited Investor Tests and Verification of Accredited Investors for Rule 506(c) Offerings

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The staff of the SEC’s Division of Corporation Finance added to its Compliance and Disclosure Interpretations posted on the SEC website new Questions 255.48-255.49 and 260.35-260.38 which address (1) elements of the...more

Orrick - Finance 20/20

New Compliance and Disclosure Interpretations

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On December 4, the Division of Corporation Finance of the SEC issued new Compliance and Disclosure Interpretations regarding, among other things, Rules 506(d) and (e) of Regulation D under the Securities Act of 1933. These...more

Morrison & Foerster LLP - Structured Products

Structured Thoughts -- Volume 4, Issue 14 -- December 2, 2013

In This Issue: Launching an Exempt Structured Products Program in the United States: Issues for Non-U.S. Banks to Consider; “Big-Boy Letters” Revisited: Pharos Decision Upheld by the Sixth Circuit.; SEC Addresses...more

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