The SEC Rebuilds the Integration Principles Guiding Concurrent Private and Public Offerings of Securities

The SEC’s new release amends the rules governing “integration” permitting private placements and registered public offerings to occur shortly before, after or at the same time with each other. The amendments replace the SEC’s prior five-factor test with practical updates for today’s markets that particularly benefit smaller publicly traded companies. Read More ›

The SEC Proposes a Safe Harbor for Permissible Capital-Raising Activities by Unregistered Finders

Recognizing the longstanding need for a new approach to the regulation of finders who help smaller businesses raise early stage capital, the SEC has published a notice of a proposed exemptive order and request for comment to formalize the regulatory status of unregistered finders. The proposed finders exemption from broker-dealer registration would facilitate a role for unregistered finders in the capital-raising process and clarify the circumstances under which issuers can legally compensate finders who comply with specified conditions. The author’s thoughts on the proposed finders exemption follow a summary of the rule proposal. Read More ›

SEC Reduces Registration Filing Fee Beginning in October 2020

Public companies and first-time issuers will pay about 16% less to register their securities with the SEC starting next month. Read More ›

The SEC Amends Regulation S-K Disclosure Rules to Empower Companies to Determine What and How Much Disclosure is Appropriate for Shareholders and Investors

On August 26, 2020, the SEC adopted amendments to its business, legal proceedings and risk factors disclosure rules. All public companies, particularly smaller ones, can benefit from the SEC’s continuing commitment to a principles-based and company-specific approach to disclosure in registration statements, periodic reports and certain proxy statements filed with the SEC.    Read More ›

SEC Provides Temporary Relief and Guidance Due to COVID-19 Pandemic

Publicly traded companies need to consider COVID-19’s effect on disclosure obligations

The Evolving Nature of Identifying and Disclosing the Business Risks of Using Third-Party Social Media Marketing

In Casper Sleep’s initial public offering prospectus, the company states that the use of third-party paid marketing programs to promote its products presents the possibility of negatively affecting its reputation and subjecting it to fines and other penalties. Read More ›

The SEC Proposes to Amend the Accredited Investor Definition to Find a Place for Sophisticated, Informed Investors

The SEC proposes rules to add a new category for individuals to qualify as accredited investors based on professional certifications and designations or credentials that show “financial sophistication.”  The SEC requests public input on exactly which industry exams, academic degrees and levels of job experience should be considered.    Read More ›

Planning and Disclosing Indications of Interest for Participating in IPOs

This article was originally published by Bloomberg Law, October 2019. Read More ›

The SEC Proposes a Philosophical Shift to Principles-Based Disclosure in Response to Increasingly Irrelevant, Outdated and Immaterial Information in Public Filings

While the SEC favors a more flexible principles-based approach to disclosure of business descriptions and risk factors as determined by a company’s management, a lack of bright-line, quantitative rules to specify when disclosure is required may lead to second guessing by regulators, among others. Read More ›

The SEC Encourages Public Company Borrowers to Address the Risks of LIBOR’s Phase-Out in Their Public Filings

The SEC staff will be actively monitoring the extent to which public companies and other market participants are identifying and addressing risks associated with the expected discontinuation of LIBOR, a common system of interest rates for financial transactions, past 2021. Read More ›