Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: Securities Act of 1933

SEC Expands Nonpublic Review of Draft Registration Statements

Posted in SEC/Corporate
On June 29, the Division of Corporation Finance (Division) of the Securities and Exchange Commission announced that, beginning on July 10, the Division will permit all issuers to confidentially submit to the Division, for nonpublic review, draft registration statements in connection with initial public offerings (IPOs) and in certain other cases. This was previously only… Continue Reading

SEC Adopts Technical Amendments to JOBS Act Rules

Posted in SEC/Corporate
On March 31, the Securities and Exchange Commission adopted technical amendments to rules adopted by the SEC under the Jumpstart Our Business Startups Act (JOBS Act). These technical amendments include, among others, an increase in the revenue cap for determining emerging growth company (EGC) status; an increase of the amount of money companies can raise… Continue Reading

Acting SEC Chairman Piwowar Makes Remarks at the 2017 SEC Speaks Conference, Including With Respect to “Accredited Investor” Definition

Posted in SEC/Corporate
Acting SEC Chairman Michael S. Piwowar spoke at the SEC Speaks Conference on February 24, offering his remarks on a variety of topics, including the SEC’s disclosure regime and “non-material” disclosure requirements (referring specifically to conflict minerals, pay ratio and resource extraction disclosure requirements) and the assessment of corporate penalties for wrongdoing, among others. Commissioner… Continue Reading

SEC Releases Rule 504 Small Entity Compliance Guide for Issuers

Posted in SEC/Corporate
The Securities and Exchange Commission recently released a Small Entity Compliance Guide for Issuers, which provides a brief summary of Rule 504 of Regulation D and its requirements. Rule 504 provides an exemption from the registration requirements under the Securities Act of 1933 for private issuers. As discussed in the November 4, 2016 edition of… Continue Reading

SEC Approves Amendments to Implement Provisions of the JOBS Act and FAST Act

Posted in SEC/Corporate
On May 3, the Securities and Exchange Commission approved amendments to revise certain rules under the Securities Exchange Act of 1934 (Exchange Act). A detailed discussion of the proposals on which these rule amendments are based can be found in the Corporate & Financial Weekly Digest edition of January 9, 2015.… Continue Reading

SEC Adopts Final Crowdfunding Rules, Completing JOBS Act Rulemaking

Posted in SEC/Corporate
On October 30, the Securities and Exchange Commission adopted “Regulation Crowdfunding,” which consists of final rules that will enable eligible companies to raise up to $1 million in capital in any 12-month period by offering securities through SEC registered intermediaries in crowdfunding transactions on the Internet. The long-awaited crowdfunding rules implement the exemption from registration… Continue Reading

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

Posted in SEC/Corporate
On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K (which governs disclosure requirements for registration statements and periodic reports, among other things) to eliminate duplicative, outdated or unnecessary disclosure requirements… Continue Reading

SEC Advisory Committee on Small and Emerging Companies Makes Recommendations

Posted in Broker-Dealer, SEC/Corporate
On September 23, the Securities and Exchange Commission Advisory Committee on Small and Emerging Companies (Advisory Committee) met to discuss, and submit to the SEC, recommendations regarding (1) public company disclosure effectiveness, focusing on the definition of “smaller reporting company” and disclosures by smaller reporting companies; (2) modernizing Rule 147 under the Securities Act of… Continue Reading

SEC Charges Four Individuals and Nutrition Company for Failure To Disclose Executive Perks

Posted in SEC/Corporate
On September 8, the SEC charged a sports supplements and nutrition company, its former audit committee chairman and three of its current and former executive officers with committing accounting, disclosure and other violations of federal securities laws. The charges arose primarily from the company’s failure to properly report as compensation perks provided to its executives.… Continue Reading

SEC Decreases Registration Statement Filing Fees for Fiscal Year 2016

Posted in SEC/Corporate
On August 27, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $116.20 per million dollars of securities registered to $100.70 per million dollars of securities, a decrease of approximately 13 percent. This decrease in… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs Relating to General Solicitation and Regulation D

Posted in SEC/Corporate
On August 6, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c) of the Securities Act of 1933, including guidance as to the Staff’s position that a pre-existing, substantive relationship by an issuer or its… Continue Reading

SEC Brings Complaint in $68 Million Affinity Fraud Scheme

Posted in Litigation
On July 6, the Securities and Exchange Commission filed a complaint in connection with a $68 million affinity fraud scheme allegedly orchestrated by Bingqing Yang, through her wholly owned management companies, Luca International Group, LLC, Luca Resources Group, LLC and Luca Energy Fund, LLC (collectively, Luca Managers), with the help of Ms. Yang’s chief fundraiser,… Continue Reading