Law Blog Category: SEC

SEC Establishes Analysis Matrix for Digital Assets

April 16, 2019 in SEC

On April 3, 2019, the SEC’s Division of Corporation Finance published a “Framework for Investment Contract Analysis of Digital Assets,” issued a No-Action Letter to Turnkey Jet, Inc. and made a statement on both. Although all guidance is appreciated, there is really nothing new or different about the analysis, which is firmly based on SEC Read the full article…

SEC Adopts Rules to Amend Regulation S-K

April 02, 2019 in SEC

On March 20, 2019 the SEC adopted amendments to Regulation S-K as required by the Fixing America’s Surface Transportation Act (“FAST Act”).  The proposed amendments were first published on October 11, 2017 (see HERE). A majority of the amendments were adopted as proposed. As part of the SEC’s ongoing Disclosure Effectiveness Initiative, the amendments are designed to modernize and simplify Read the full article…

The Under $300 Million Market Cap Class

March 19, 2019 in SEC

Depending on whom you ask, a public company with less than $300 million market cap could be considered a micro-cap company, a penny stock (unless their share price is over $5.00), a lower middle market company or even middle market.  Divestopedia defines “lower middle market” as “the lower end of the middle market segment of Read the full article…

SEC Rules For Disclosure Of Hedging Policies

March 12, 2019 in SEC

In December 2018, the SEC approved final rules to require companies to disclose practices or policies regarding the ability of employees or directors to engage in certain hedging transactions, in proxy and information statements for the election of directors. The new rules implement Section 14(j) of the Securities Exchange Act of 1934 (“Exchange Act”) as Read the full article…

SEC Proposes Expanding Testing The Waters For All Companies

As anticipated, on February 19, 2019 the SEC voted to propose an expansion of the ability to “test the waters” prior to the effectiveness of a registration statement in a public offering, to all companies. Currently only emerging growth companies (“EGCs”) (or companies engaging in a Regulation A offering) can test the waters in advance Read the full article…

SEC Cautionary Statement on Audits of Public Companies Operating in China

February 12, 2019 in SEC

Eight years following the crash of the Chinese reverse merger boom and a slew of SEC enforcement proceedings, the SEC is once again concerned with the financial reporting by U.S. listed companies with operations based in China. In December 2018, the SEC issued a cautionary public statement from SEC Chair Jay Clayton, SEC Chief Accountant Wes Read the full article…

Updated Disclosures for Mining Companies

In the 4th quarter of 2018, the SEC finalized amendments to the disclosure requirements for mining companies under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”). The proposed rule amendments were originally published in June 2016.  In addition to providing better information to investors about a company’s Read the full article…

An IPO Without The SEC

January 29, 2019 in Blockchain Technology, IPO, NASDAQ, NYSE, SEC

On January 23, 2019, biotechnology company Gossamer Bio, Inc., filed an amended S-1 pricing its $230 million initial public offering, taking advantage of a rarely used SEC Rule that will allow the S-1 to go effective, and the IPO to be completed, 20 days from filing, without action by the SEC.  Since the government shutdown, Read the full article…

SEC Solicits Comment On Earnings Releases And Quarterly Reports

January 15, 2019 in SEC

On December 18, 2018, the SEC published a request for comment soliciting input on the nature, content, and timing of earnings releases and quarterly reports made by reporting companies. The comment period remains open for 90 days from publication. The request is not surprising as earnings releases and quarterly reports were included in the pre-rule Read the full article…

SEC Updates CDI Related to Smaller Reporting Company Definition

January 08, 2019 in SEC, Smaller Reporting Company

On June 28, 2018, the SEC adopted the much-anticipated amendments to the definition of a “smaller reporting company” as contained in Securities Act Rule 405, Exchange Act Rule 12b-2 and Item 10(f) of Regulation S-K.  For more information on the new rules, see HERE Among other benefits, it is hoped that the change will help encourage smaller companies Read the full article…

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