Law Blog Category: Uncategorized

Finders – Part 2

January 15, 2021 in Uncategorized

Following the SEC’s proposed conditional exemption for finders (see HERE), the topic of finders has been front and center.  New York has recently adopted a new finder’s exemption, joining California and Texas, who were early in creating exemptions for intra-state offerings.   Also, a question that has arisen several times recently is whether an unregistered person Read the full article…

SEC Modernizes Auditor Independence Rules

January 08, 2021 in Uncategorized

On October 16, 2020, the SEC adopted amendments to codify and modernize certain aspects of the auditor independence framework.  The rule proposal was published in December 2019 (see HERE). The current audit independence rules were created in 2000 and amended in 2003 in response to the financial crisis facilitated by the downfall of Enron, WorldCom and auditing giant Arthur Andersen, and Read the full article…

SEC Proposes Amendments To Rule 144

December 31, 2020 in Uncategorized

I’ve been at this for a long time and although some things do not change, the securities industry has been a roller coaster of change from rule amendments to guidance, to interpretation, and nuances big and small that can have tidal wave effects for market participants.  On December 22, 2020, the SEC proposed amendments to Rule 144 which would Read the full article…

OTCQB And OTCQX Rule Changes

December 18, 2020 in Uncategorized

Effective October 1, 2020, the OTCQB and OTCQX tiers of OTC Markets have instituted amendments to their rules, including an increase in fees. The OTC Markets divide issuers into three (3) levels of quotation marketplaces: OTCQX, OTCQB and OTC Pink Open Market. The OTC Pink Open Market, which involves the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and Read the full article…

SEC Adopts Amendments To Management Discussion And Analysis

December 10, 2020 in Uncategorized

It has been a very busy year for SEC rule making, guidance, executive actions and all matters capital markets.  Continuing its ongoing disclosure effectiveness initiative on November 19, 2020, the SEC adopted amendments to the disclosures in Item 303 of Regulation S-K – Management’s Discussion & Analysis of Financial Conditions and Operations (MD&A).  The proposed rule had been released on January Read the full article…

Updated Guidance On Confidential Treatment In SEC filings

December 03, 2020 in Uncategorized

In March 2019, the SEC adopted amendments to Regulation S-K as required by the Fixing America’s Surface Transportation Act (“FAST Act”) (see HERE).  Among other changes, the amendments allow companies to redact confidential information from most exhibits without filing a confidential treatment request (“CTR”), including omitting schedules and exhibits to exhibits.  Likewise, the amendments allow a company to Read the full article…

SEC Issues Transitional FAQ On Regulation S-K Amendments

November 27, 2020 in Uncategorized

The recent amendments to Items 101, 103 and 105 of Regulation S-K (see HERE) went into effect on November 9, 2020, raising many questions as to the transition to the new requirements.  In response to what I am sure were many inquiries to the Division of Corporation Finance, the SEC has issued three transitional FAQs. The amendments made changes to Read the full article…

SEC Proposed Conditional Exemption For Finders

November 20, 2020 in Uncategorized

Over the years I have written many times about exemptions to the broker-dealer registration requirements for entities and individuals that assist companies in fundraising and related services (see, for example: HERE). Finally, after years of advocating for SEC guidance on the topic, the SEC has proposed a conditional exemption for finders assisting small businesses in capital raising.  The proposed exemption Read the full article…

SEC Adopts Amendments To Tighten Shareholder Proposals

November 13, 2020 in Uncategorized

Following a tense period of debate and comments, on September 23, 2020, the SEC adopted amendments to Rule 14a-8 governing shareholder proposals in the proxy process.  The proposed rule was published almost a year before in November 2019 (see HERE).  The amendment increases the ownership threshold requirements required for shareholders to submit and re-submit proposals to be included Read the full article…

Covid-19 Disclosures – Not Just Speculation Anymore

October 21, 2020 in Uncategorized

Now that the market can review and dissect two quarters of Covid-related disclosures and reporting companies are gearing up for third-quarter reporting, Covid disclosures are no longer pure speculation.  Following the two official guidelines released by the SEC (Disclosure Guidance Topic No. 9A which supplemented the previously issued Topic No. 9), a new CD&I issued on Covid-19 Read the full article…

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