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
On June 22, the Securities and Exchange Commission (SEC) released the latest edition of its Reg Flex Agenda, which is essentially the rulemaking calendar for the next year or so. Perhaps the most surprising takeaway is the...more
In June of this year, the SEC issued a concept release that reviews the framework for exempt offerings, including several exemptions from registration under the Securities Act of 1933 that facilitate capital raising. The...more
11/1/2019
/ American Bar Association (ABA) ,
Capital Formation ,
Harmonization Rules ,
New Rules ,
Private Offerings ,
Proposed Rules ,
Retail Investors ,
Rulemaking Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On May 3, 2019, the SEC proposed amendments to its rules and forms which would revise the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses. We believe that most aspects...more
This week the SEC proposed to expand the “test-the-waters” accommodation—currently available to emerging growth companies (EGCs)—to all issuers, including investment company issuers. The proposed rule and related amendments...more
2/25/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Proposed Rules ,
Public Comment ,
Public Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Statement ,
Section 5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 24, the SEC proposed amendments to Rule 3-10 of Regulation S-X for guarantors and issuers of guaranteed securities registered or being registered, as well as the financial disclosure requirements in Rule 3-16 of...more
7/26/2018
/ Comment Period ,
Debt Securities ,
Disclosure Requirements ,
Financial Reporting ,
Guarantors ,
Investors ,
Offerings ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.”
The...more
4/23/2018
/ Disclosure ,
EDGAR ,
Filing Requirements ,
Financial Statements ,
Form 10-K ,
Investigations ,
New Rules ,
Proposed Rules ,
Proxy Statements ,
Registration Statement ,
Regulation S-K ,
Screening Procedures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
We thought you may find of interest prepared remarks by SEC Chairman Jay Clayton at the annual Government-Business Forum on Small Business Capital Formation held on November 30, 2017, where he stated, “In the coming months I...more