JOBS Act Implementation Regulations
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s Guide...more
The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more
On February 19, 2019, the SEC proposed a new rule, Rule 163B, that would allow all issuers to engage in “test-the-waters” communications prior to the effectiveness of a registration statement for a public offering. The...more
On October 9, 2018, the Commodity Futures Trading Commission (CFTC) proposed new rules in connection with the CFTC's Project KISS Initiative directed at simplifying Commodity Pool Operator (CPO) and Commodity Trading Advisor...more
The new private resale safe harbor is unlikely to gain traction in private offerings of asset-backed securities. On December 4, 2015, US President Barack Obama signed into law the Fixing America’s Surface Transportation...more
The Division of Swap Dealer and Intermediary Oversight (Division) of the U.S. Commodity Futures Trading Commission (CFTC) on September 9, 2014 issued a letter granting exemptive relief from provisions in CFTC Regulations...more
Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more
On September 9, the CFTC issued an exemptive letter, which provides relief from certain provisions of Regulations 4.7(b) and 4.13(a)(3) restricting marketing to the public. The exemptive letter harmonizes these rules with...more
The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more
The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more
As discussed (see Below) , the Securities and Exchange Commission (SEC) adopted changes to Regulation D and Rule 144A, addressing general solicitation, new filing requirements and “bad actor” disqualification events (among...more
Enactment of the Jumpstart Our Business Startups Act (JOBS Act) in April 2012 made headlines across the nation. The JOBS Act is designed to reduce capital raising restrictions faced by many companies, both by loosening...more
On November 13, the Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DIs) on Rule 144A under the Securities Act of 1933 (Securities Act) and nine...more
On November 13, 2013, the SEC issued 11 new Compliance & Disclosure Interpretations regarding Rule 144A and Rule 506(c). As with previous C&DIs, many of the new ones confirm positions that the SEC has already taken in other...more
On November 13, 2013, the SEC released new compliance and disclosure interpretations (which we’re calling FAQs) aimed at addressing common questions relating to private offerings that make use of general solicitation under...more