SEC Announces Open Meeting to Adopt Title II Rules
On July 3, 2013 the SEC posted a Sunshine Act Notice announcing an open meeting on July 10, 2013. At the open meeting, the SEC intends to consider the following matters: whether to adopt amendments to...
View ArticleBad Actor Rule Proposal
In the same meeting, the SEC explained that it was adopting the bad actor rule in substantially the form in which it was proposed in May 2011 with certain modifications. The Staff explained that the...
View ArticleSEC Adopts Bad Actor Disqualifications for Private Placements under Regulation D
On July 10, the SEC adopted final rule amendments to Regulation D to add “bad boy” disqualifications for issuers, placement agents and others. The disqualifying events apply to all Rule 506 offerings,...
View ArticleWebcast: What do the New General Solicitation Rules Really Mean for Private...
Morrison & Foerster, together with Practical Law Company, presented a webcast on the new general solicitation rules. The webcast analyzed the impact of the SEC’s removal of the ban on general...
View ArticleNews You Can Use
Morrison & Foerster lawyers Anna Pinedo, David Lynn, Nilene Evans and Bradley Berman have prepared several standard representations, warranties and covenants relating to the use of general...
View ArticleSeptember 17 Meeting of SEC Advisory Committee on Small and Emerging Companies
Today, the SEC announced the agenda for the upcoming meeting of the Advisory Committee on Small and Emerging Companies. The discussion is expected to include the final rules adopted by the Commission...
View ArticleHow do the SEC “Bad Actor” Disqualifying Events Fit with FINRA Forms U4 and U5?
The new SEC “bad actor” provisions of Rule 506(d) become effective on September 23, 2013. Investment banks, which monitor FINRA compliance by their professionals, must ensure that their compliance...
View ArticleSEC Releases Small Entity Compliance Guide for Bad Actor Rules
The SEC guide (see: http://www.sec.gov/info/smallbus/secg/bad-actor-small-entity-compliance-guide.htm) provides useful guidance for firms seeking to comply with the bad actor rule, which becomes...
View ArticleBad Actor Guidance from the SEC Staff – UPDATED
Recently posted Compliance and Disclosure Interpretations follow. Question 260.14 Question: When is an issuer required to determine whether bad actor disqualification under Rule 506(d) applies? Answer:...
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