MARY JO WHITE HAS BEEN SWORN IN AS THE NEW CHAIR OF THE SEC
On April 10, 2013 Mary Jo White was sworn in as chair of the Securities and Exchange Commission (SEC). Ms. White was nominated by President Obama on February 7, 2008 and was confirmed by the U.S....
View ArticleSEC GUIDANCE ON SOCIAL MEDIA AND WEBSITES FOR COMPANY ANNOUNCEMENTS AND...
On April 2, 2013, the Securities Exchange Commission (“SEC”) issued a report confirming that companies can use social media, such as Facebook and Twitter, to make company announcements in compliance...
View ArticleSEC GUIDANCE ON SOCIAL MEDIA AND WEBSITES FOR COMPANY ANNOUNCEMENTS AND...
On April 2, 2013, in response to a Facebook post made by Reed Hastings, CEO of Netflix, the Securities Exchange Commission (“SEC”) issued a report confirming that companies can use social media, such...
View ArticleSEC GUIDANCE ON SOCIAL MEDIA AND WEBSITES FOR COMPANY ANNOUNCEMENTS AND...
On April 2, 2013, in response to a Facebook post made by Reed Hastings, CEO of Netflix, the Securities Exchange Commission (“SEC”) issued a report confirming that companies can use social media, such...
View ArticleAn Overview of Exemptions for Hedge Fund Advisors: Exemptions for Advisors to...
As the delayed JOBS Act rule changes become imminent, our firm has noticed a spike in inquiries related to small hedge funds and feeder funds. The JOBS Act is not the only recent congressional act to...
View ArticleTHE OTCQX AND OTCQB ARE FINALLY RECOGNIZED AS “ESTABLISHED PUBLIC MARKETS” BY...
Back in October 2010 I wrote a blog titled “Has the OTCBB been replaced by the OTCQX and OTCQB”; at the time and up until May 16, 2013, my opinion was “yes” with one big caveat. Prior to May 16, 2013,...
View ArticleSEC SUSPENDS TRADING ON 61 SHELL COMPANIES
The Securities and Exchange Commission (SEC) today suspended the trading in 61 dormant shell companies. The trading suspensions are part of an SEC initiative tabbed Operation Shell-Expel by the SEC’s...
View ArticleOTC MARKET GROUP HAS MODIFIED ITS ALTERNATIVE REPORTING STANDARD
Background Over the past few years, the historical Pink Sheets has undergone some major changes, starting with the creation of certain “tiers” of issuers and culminating in its refurbished website and...
View ArticleCROWDFUNDING USING REGULATION A? YES, YOU CAN—RIGHT NOW!
As everyone waits for the SEC to begin rule making on Title III of the JOBS Act, a few innovative entrepreneurs are using Regulation A as a vehicle to crowdfund today. Although the procedure, as...
View ArticleSEC ANNOUNCES IT WILL SEEK AN ADMISSION OF FAULT TO SETTLE CERTAIN CASES
On June 18, the Securities and Exchange Commission (SEC) announced a policy change related to its settlement of certain civil matters. In particular, the SEC has stated that it will now require that...
View ArticleSection 3(a)(10) Debt Conversions In a Shell Company Pre-Reverse Merger
Section 3(a)(10) of the Securities Act of 1933, as amended (“Securities Act”) is an exemption from the Securities Act registration requirements for the offers and sales of securities by Issuers. The...
View Article14C Information Statement Requirements for a Pre-Merger Recapitalization
Background on 14C Information Statements All companies with securities registered under the Securities Exchange Act of 1934, as amended, (i.e., through the filing of a Form 10 or Form 8-A) are subject...
View ArticleNew SEC Rules Have Eliminated the Prohibition Against General Solicitation...
In a historic 4-1 vote on July 10, 2013, the SEC has adopted final rules eliminating the prohibition against general solicitation and advertising in Rules 506 and 144A offerings as required by Title...
View ArticleSEC Has Finalized Rules Disqualifying Felons and Other “Bad Actors” from Rule...
On July 10, 2013, the same day the SEC has adopted final rules eliminating the prohibition against general solicitation and advertising in Rules 506 and 144A offerings as required by Title II of the...
View ArticleAn Overview of Exemptions for Hedge Fund Advisors: Exemptions for Advisors to...
As the rules that will allow general solicitation and advertising for Rule 506(c) and 144A offerings near effectiveness, our firm has noticed a spike in inquiries related to small hedge funds and...
View ArticleSEC Updates May Benefit Equity Line Financing Providers and Issuers
On May 16, 2013, the SEC updated their Compliance and Disclosure Interpretations addressing the point at which an equity line agreement can be determined to be a completed transaction for purposes of...
View ArticleSEC Issued Risk Alert on Options Trading Used to Evade Short Sale Requirements
On Friday August 9, 2013, the Securities and Exchange Commission issued a Risk Alert to help market participants detect and prevent options trading that circumvents an SEC short sale rule. The SEC’s...
View ArticleThe SEC Has Issued Proposed Rules Amending Regulation D, Form D and Rule 156...
On July 10, 2013, the same day the SEC adopted final rules eliminating the prohibition against general solicitation and advertising in Rules 506 and 144A offerings as required by Title II of the JOBS...
View ArticleThe SEC Has Issued Proposed Rules Amending Regulation D, Form D and Rule 156...
July 10, 2013, the same day the SEC adopted final rules eliminating the prohibition against general solicitation and advertising in Rules 506 and 144A offerings as required by Title II of the JOBS...
View ArticleWill FINRA Rule Changes Related to Private Placement Further Deter Broker...
On August 19, 2013, FINRA published Regulatory Notice 13-26 about the updated Private Placement Form that firms must file with FINRA when acting as a placement agent for the private placement of...
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