On July 6, 2020, the US Securities and Exchange Commission (the SEC) announced that it voted to adopt rule amendments (the Amended Rule) intended to improve the efficiency of the exemptive application review procedures...more
As the quarter comes to an end and companies prepare to file earnings releases and financial results, the Securities and Exchange Commission (SEC) has released a series of statements making it clear that it expects to see...more
On January 30, 2020, the United States Securities and Exchange Commission (the SEC) proposed amendments (the Proposed Amendments) to Item 303 of Regulation S-K, Management’s Discussion & Analysis of Financial Condition and...more
On April 8, 2020, the Securities and Exchange Commission (the SEC) voted, at its first virtual meeting, to adopt rule amendments to implement certain provisions of the Small Business Credit Availability Act (the BDC Act) and...more
On April 8, 2020, the staff of the Division of Investment Management of the US Securities and Exchange Commission (Commission) issued an exemptive order (the Order) under the Investment Company Act of 1940 (1940 Act) that...more
On March 25, 2020, the Securities and Exchange Commission (SEC) issued several orders (the Orders) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Company Act of 1940 (the 1940 Act) and the...more
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
3/24/2020
/ Capital Formation ,
Corporate Governance ,
Crowdfunding ,
Exemptions ,
Harmonization Rules ,
JOBS Act ,
Proposed Rules ,
Regulation A ,
Regulation D ,
Safe Harbors ,
Securities and Exchange Commission (SEC)
On Wednesday, March 4, 2020, the Securities and Exchange Commission (SEC) issued two statements intended to ease certain corporate governance and reporting obligations in light of the coronavirus disease 2019 (COVID-19). The...more
Non-traded business development companies (BDCs) have long sought the ability to offer and sell multiple classes of shares with different pricing and expense structures. A multi-class structure facilitates the distribution of...more
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
12/23/2019
/ Accredited Investors ,
Capital Raising ,
Comment Period ,
Family Offices ,
Institutional Investors ,
Private Funds ,
Private Placements ,
Registered Investment Advisors ,
Registered Investment Companies (RICs) ,
Regulation D ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
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
12/23/2019
/ 501(c)(3) ,
Accredited Investors ,
Business Development Companies ,
Family Offices ,
Institutional Investors ,
Proposed Rules ,
Registered Investment Advisors ,
Registered Investment Companies (RICs) ,
Regulation D ,
Rule 144A ,
SBIC ,
Securities and Exchange Commission (SEC)
On October 18, 2019, the US Securities and Exchange Commission (the “SEC”) announced that it had voted to propose rule amendments intended to improve the efficiency of the exemptive application review procedures available...more
On October 17, 2019, the staff of the Division of Investment Management (the “Staff”) of the US Securities and Exchange Commission issued guidance regarding an unlisted business development company’s (BDC) repurchase...more
On September 26, 2019, the Securities and Exchange Commission (SEC) announced that it has expanded the “testing-the-waters” exemption to all issuers. The new rule and related amendments under the Securities Act of 1933, as...more
10/8/2019
/ Accredited Investors ,
Business Development Companies ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Institutional Investors ,
JOBS Act ,
New Rules ,
Proposed Rules ,
Qualified Institutional Buyers ,
Registered Investment Companies (RICs) ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more
9/23/2019
/ Accredited Investors ,
Business Development Companies ,
Capital Raising ,
Investment Funds ,
Investors ,
Issuer Exemption ,
Offerings ,
Private Placements ,
Regulation A ,
Regulation D ,
Rule 506 Offerings ,
SBIC ,
Securities and Exchange Commission (SEC)
On March 20, 2019, the SEC adopted rules (the Rules) to implement certain provisions of the FAST Act. The omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act,” was signed into law in...more
On Wednesday, March 20, the Securities and Exchange Commission voted to propose rule amendments to implement certain provisions of the Small Business Credit Availability Act and the Economic Growth, Regulatory Relief and...more
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
2/25/2019
/ Accredited Investors ,
Business Development Companies ,
Emerging Growth Companies ,
Exemptions ,
Initial Public Offering (IPO) ,
Institutional Investors ,
Investment Company Act of 1940 ,
JOBS Act ,
Proposed Rules ,
Registered Investment Companies (RICs) ,
Registration Statement ,
Safe Harbors ,
Securities and Exchange Commission (SEC)
The US Securities and Exchange Commission (SEC) will follow its Operations Plan Under a Lapse in Appropriations and Government Shutdown (the Operations Plan) during the government shutdown, which began on December 21, 2018....more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services Inc....more
12/24/2018
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals
On December 3, 2018, the Securities and Exchange Commission (the SEC) entered an order (the Order) to settle charges arising out of an enforcement action against Fifth Street Management, LLC (FSM). FSM disclosed in March 2016...more
The US Securities and Exchange Commission (SEC) has approved an amendment to Nasdaq Rule 5635(d), also known as the “20% Rule,” to modify the situations in which a company must obtain shareholder approval before it can issue...more
Section 19(a) of the Investment Company Act of 1940 (the 1940 Act) generally prohibits a business development company (BDC) or a registered investment company from making a distribution from any source other than its net...more
The US Securities and Exchange Commission (SEC) has adopted final rules to eliminate “redundant, duplicative, overlapping, outdated, or superseded” disclosure requirements in light of other SEC disclosure requirements and US...more
Private business development companies (BDCs) do not have publicly traded shares. For investors in these vehicles, liquidity opportunities take a number of forms....more