Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more
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
2/1/2016
/ Capital Formation ,
Crowdfunding ,
Dodd-Frank ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Private Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Requirement ,
Regulation A ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final...more
The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more
1/15/2016
/ Annual Reports ,
Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Golden Parachutes ,
Institutional Shareholder Services (ISS) ,
JOBS Act ,
Popular ,
Proxy Access ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals
On December 11, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules required under Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 1504 of the Act added...more
Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for...more
Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more
12/7/2015
/ CFTC ,
Corporate Governance ,
D&O Insurance ,
Dodd-Frank ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Mortgage REITS ,
Registration Statement ,
REIT ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (“FAST Act”), which includes a number of securities law related provisions that had previously been the subject of individual bills...more
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
11/6/2015
/ Amended Regulation ,
Blue Sky Laws ,
Capital Formation ,
Crowdfunding ,
General Solicitation ,
Investor Protection ,
JOBS Act ,
Offerings ,
Proposed Regulation ,
Regulation D ,
Rule 147 ,
Rule 504 ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Startups ,
Transacting Intrastate Business ,
Websites
In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more
11/2/2015
/ Advertising ,
Aggregation Rules ,
AICPA ,
Annual Reports ,
Broker-Dealer ,
Cancellation Rights ,
Capital Raising ,
Crowdfunding ,
Data Privacy ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Statements ,
Funding Portal ,
GAAP ,
Intermediaries ,
Investment Companies ,
Investment Company Act of 1940 ,
Investor Protection ,
JOBS Act ,
Offerings ,
Policies and Procedures ,
Recordkeeping Requirements ,
Regulation S-P ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Title III
The SEC recently adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 953(b) directs the SEC to expand current disclosure requirements to require...more
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC approved proposed rules required under Section 954 of the Act. Section 954 of the Act added...more
8/10/2015
/ Clawbacks ,
Corporate Officers ,
Delisting ,
Dodd-Frank ,
Financial Restatements ,
Foreign Private Issuers ,
Incentive Compensation ,
Incentive Stock Options ,
Proposed Regulation ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act...more
8/6/2015
/ Accredited Investors ,
AIF ,
Alternative Investment Fund Managers Directive (AIFMD) ,
Bank Recovery and Resolution Directive (BRRD) ,
Capital Rules ,
CFTC ,
Compliance ,
Consumer Financial Protection Bureau (CFPB) ,
Consumer Reporting Agencies ,
Covered Banking Entity ,
Covered Funds ,
Credit Cards ,
Cross-Border Transactions ,
Debt Collection ,
Derivatives ,
Dodd-Frank ,
ECOA ,
EMIR ,
EU ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Exemptions ,
Fair Credit Reporting Act (FCRA) ,
Fair Lending ,
FDCPA ,
FDIC ,
Federal Reserve ,
Fiduciary Duty ,
Final Rules ,
Financial Regulatory Reform ,
Financial Transaction Tax ,
Foreign Banks ,
FSOC ,
HMDA ,
HOEPA ,
Incentive Compensation ,
Investment Company Act of 1940 ,
IOSCO ,
Liquidity Risk Management Rule ,
MiFID II ,
Mortgage Servicing Rules ,
NRSRO ,
OCC ,
Privacy Notice Rule ,
Proprietary Trading ,
Prudential Standards ,
Remittance Transfer Rule ,
Reporting Requirements ,
Risk Management ,
Security-Based Swaps ,
Shadow Banking ,
SIFIs ,
Stand-Alone SBSDs ,
Swap Execution Facilities ,
TILA-RESPA Integrated Disclosure Rule (TRID) ,
Transparency ,
Truth in Lending Act (TILA) ,
UCITS ,
UDAAP ,
Volcker Rule
The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper.
This Guide...more
On June 5, 2015, Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, filed a motion with the SEC for a stay of the Regulation A+ rules, which are scheduled to become effective this...more
The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper.
This Guide...more
6/17/2015
/ Broker-Dealer ,
Capital Raising ,
Crowdfunding ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Adviser ,
Investment Companies ,
Material Misstatements ,
Non-GAAP Financial Measures ,
Non-Public Information ,
OCIE ,
Private Offerings ,
Proxy Solicitations ,
Public Offerings ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Social Media ,
Testimonial Statements ,
Websites
On May 22, 2015, William F. Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit seeking court review of the portion of...more
The SEC recently approved a proposal by the national securities exchanges and FINRA for a two-year pilot program to widen tick sizes for prices of certain smaller company common stock. The SEC adopted the tick size pilot...more
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of...more
Overview -
Yesterday, March 25, 2015, the Securities and Exchange Commission voted unanimously to adopt final rules to implement the rulemaking mandate of Title IV of the JOBS Act by adopting amendments to Regulation...more
This is a very brief, initial summary. We will be reporting on the final rule in an upcoming alert. The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital. The...more
On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more
On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more
In June 2014, the SEC ordered the national securities exchanges and FINRA to develop and file a proposal for a tick size pilot program. On August 26, 2014, the SEC announced that the national securities exchanges and FINRA...more
If your company manufactures consumer electronics, avionics, or any product incorporating even trace amounts of gold, coltan, cassiterite, or wolframite— including their derivatives, tantalum, tin, and tungsten—you may need...more