Recently, the US Securities and Exchange Commission (“SEC”) adopted amendments to the definition of accredited investor (“AI”) and amendments to the definition of Qualified Institutional Buyer (“QIB”). Our updated investor status chart now reflects these definitions. In addition, below you will find links to an accredited investor and QIB questionnaire, which may be useful in
SEC Acting Chair Directs Staff to Enhance Focus on Climate-Related Disclosure
On February 24, 2021, Acting Chair of the US Securities and Exchange Commission (“SEC”), Allison Herren Lee, announced that the agency will be focusing on public companies’ climate change disclosures as part of an effort to both assess current compliance with federal securities laws and develop new disclosure requirements for climate change. Specifically, she stated
Disclosure Guidance for Offerings for Issuers with Volatile Securities
Recently, the Securities and Exchange Commission’s Division of Corporation Finance issued a sample comment letter that provides guidance to issuers raising capital and that have volatile securities. The sample comment letter identifies a number of areas of risks that issuers and their advisers should consider under these circumstances, which would include periods during which there
Alternative Venture Capital: The New Unicorn Investors
In a new paper, Alternative Venture Capital: The New Unicorn Investors, professor Anat Alon-Beck explores the rise of alternative venture capital (AVC) investors and the ways in which these investors are affecting unicorn companies. The paper cautions that that many of the calls being made by industry groups, such as the Institute for Portfolio
FINRA Proposes to Amend Rules 5122 and 5123
FINRA filed with the Securities and Exchange Commission (SEC) proposed amendments to the private placement filer form that members complete in connection with private placement filings made pursuant to either Rule 5122 or Rule 5123. The proposed changes to the filer form are proposed for immediate effectiveness, with an anticipated implementation date of May 22,
Annual Report of the Office of the Advocate for Small Business Capital Formation
The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation recently delivered its annual report for FY2020 to the Committee on Banking, Housing and Urban Affairs of the US Senate and the Committee on Financial Services of the US House of Representatives, as required under the Securities Exchange Act. The report
SEC Small Business Capital Formation Advisory Committee Meeting
The Securities and Exchange Commission recently announced that its Small Business Capital Formation Advisory Committee will hold a public meeting on January 29, 2021. The meeting will be held by videoconference, and open to the public, and will commence at 10:00 am EST. A detailed agenda will be posted in advance. This will be the
SEC’s Small Business Advocate to Host Capital Call on February 4th
The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued a press release announcing a call on February 4, 2021, open to the public.
The session, referred to as the Capital Call, will be the second such event, and will provide an opportunity for the Office to discuss its work
Primary Direct Listings: A Hybrid Approach to a Traditional IPO Alternative
Shortly before the end of his tenure as Chair of the US Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change modifying the NYSE’s rules in order to permit, as described in this Legal Update, primary issuances in
Proposed Amendments to Rule 144
In its 2019 Concept Release on Harmonization of Securities Offerings, the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC addressed a number of the key issues relating to the exempt offering framework that were first identified in the Concept Release in a rulemaking