Senior members of the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities and Exchange Commission (SEC) gathered with two former SEC commissioners at the Practising Law Institute’s annual “SEC Speaks”...more
In its first published opinion applying the Supreme Court’s landmark ruling in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), the 2nd Circuit has offered relief to...more
The U.S. Securities and Exchange Commission (SEC) recently approved interim final rules implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act that ease the financial statement disclosure...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the “FAST Act”). While the legislation is aimed at providing long-term funding certainty for surface transportation, it...more
In response to the initial proposal received last August from the national securities exchanges and the Financial Industry Regulatory Authority (FINRA), the U.S. Securities and Exchange Commission (SEC) announced on May 6,...more
The U.S. Supreme Court found middle ground in Omnicare this week, holding that issuers’ statements of opinion issued in registration statements can be the basis for liability under Section 11 if either the speaker does not...more
On January 23, 2015, the Securities and Exchange Commission (SEC) Staff issued a no-action letter that would allow issuers to conduct tender offers for their nonconvertible debt securities in a period of only five business...more
In response to an order from the Securities and Exchange Commission (SEC) in June, on August 26, 2014, the SEC announced that it had received a proposal from the national securities exchanges and the Financial Industry...more
In a little-noticed part of a December 2013 opinion in the multidistrict Facebook IPO litigation, U.S. District Judge Robert Sweet ruled that plaintiffs could use prospectus language once thought to be a shield against...more
4/25/2014
/ Bank of America ,
Disclaimers ,
Facebook ,
Initial Public Offering (IPO) ,
Media ,
Merrill Lynch ,
Prospectus ,
Proxy Statements ,
Public Disclosure ,
Rule 10b-5 ,
Securities Exchange Act
On July 10, 2013, the Securities and Exchange Commission (SEC) adopted amendments to its safe harbor rule for private placements of securities, Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”)....more
7/26/2013
/ Accredited Investors ,
Advertising ,
Bad Actors ,
General Solicitation ,
Marketing ,
Regulation D ,
Rule 144A ,
Rule 506 Offerings ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Verification Requirements