This practice note provides practical guidance for counsel working on a registered direct offering (RDO). An RDO is a public offering of securities sold on a best efforts basis by a placement agent engaged by an issuer to introduce the issuer to potential investors. An RDO is generally targeted to a select number of accredited
New Edition of Exempt & Hybrid Securities Offerings Book
The fourth edition of Exempt and Hybrid Securities Offerings, which is a three-volume treatise, that provides comprehensive guidance on structuring exempt and hybrid securities offerings was recently published by the Practising Law Institute.
Updating the treatise (which was last updated in 2017) was a chore, given it is about 4,000 pages of content and
SEC Adopts Pay Versus Performance Disclosure Rule
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of
SEC Releases Strategic Plan for Comment
The Securities and Exchange Commission recently released for comment a draft strategic plan for fiscal years 2022 to 2026. In the accompanying message from Chair Gary Gensler, the Chair notes that the strategic plan focuses on the following three objectives: protecting working families against fraud, manipulation, and misconduct; developing and implementing a robust regulatory framework
SEC Staff Universal Proxy Compliance and Disclosure Interpretations
On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and 139.03. The C&DIs, which relate to the universal proxy rule, Rule 14a-19, address proxy contests and disclosure of the proxy notice deadline when
SEC Fee Rate Advisory
The Securities and Exchange Commission announced that the fees that public companies and other issuers pay to register their securities with the SEC will increase from $92.70 per million dollars to $110.20 per million dollars, effective October 1. The new fee rate will be applicable to the registration of securities under Section 6(b) of the
SEC Adopts Pay for Performance Rule
On August 25, 2022, the Securities and Exchange Commission adopted a final pay for performance rule. The pay for performance rule implements the Dodd Frank Act rulemaking mandate contained in Section 953(a) of the Act. That section required adoption of a rule that would mandate that public companies describe the relationship between compensation paid to
FINRA and MSRB Propose Shortening Trade Reporting Timeframes for Certain Fixed Income Securities Transactions
Proposed Changes Would Require Reporting within One Minute of Execution
On August 2, 2022, FINRA proposed to amend FINRA Rule 6730(a)(1) to reduce the Trade Reporting and Compliance Engine (“TRACE”) reporting timeframe for transactions in “TRACE-Eligible Securities” currently subject to a 15-minute outer limit reporting timeframe to one minute. The one-minute outer limit reporting timeframe
Fintech Financing Trends
Globally, the total volume of fintech deal activity, which includes financings by private companies, IPOs, and M&A activity, has declined for three consecutive quarters. Activity in the second quarter of 2022 was down 67% from the peak, which was recorded in the third quarter of 2021. Financings by private companies in the sector were at
Offerings and Communication Reforms for BDCs and Closed-end Funds
This article discusses the amendments adopted by the US Securities and Exchange Commission (“SEC”) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (“Securities Act”), and the communications safe harbors available to business development companies (“BDCs”) and closed-end funds (“CEFs”), including interval funds but excluding open-end funds, exchange-traded