You are an issuer, investment adviser, or broker-dealer. You want to communicate to the public about securities. Should you (a) type a letter and drop it in the mailbox; (b) chisel out a prospectus on two stone tablets; or (c) use social media?
FINRA Expands Scope of Filing Requirements for Private Placements
In Regulatory Notice 21-26 (July 15, 2021), FINRA amended the filing requirements of Rules 5122 and 5123 to require members to file with FINRA any “retail communications,” as defined in FINRA Rule 2210, that promote or recommend private placement offerings. FINRA Rule 5122 covers private placements of securities issued by a FINRA member, while Rule…
SEC Staff Comments on SPACs
Today, the Staff of the Securities and Exchange Commission issued two statements relating to special purpose acquisition companies (SPACs). Neither statement provided any guidance or interpretation. Both seemed directed at emphasizing existing regulations.
The first statement from the Staff of the Division of Corporation Finance (see: https://www.sec.gov/news/public-statement/division-cf-spac-2021-03-31) noted a series of considerations that private…
Modernizing Communications Safe Harbors
Time and technology often conspire to make our existing views and approaches seem dated. It’s inevitable, and such is the case with the regulations that address permissible communications by issuers. The securities laws regulating communications by issuers have not undergone many revisions since Securities Offering Reform in 2005 despite the fact that the ways in…
PLI Webinar – Getting Your Message Across: Best Practices for Private Companies
Thursday, August 2, 2018
1:00 p.m. – 2:00 p.m. EDT
With companies remaining private longer, their stockholder base often becomes more widely dispersed. More and more privately held companies are facing interesting challenges in communicating effectively with various stakeholders, without violating securities laws. During this session, Partner Anna Pinedo will address the following:
Senate Committee Considers Securities-Related Legislation
The Senate Banking Committee recently considered various securities-related bills, including the following:
- S. 536 Cybersecurity Disclosure Act, which would require that a public company disclose whether a cybersecurity expert is on its board of directors;
- The 8-K Trading Gap Act of 2018, which would ban trading by insiders during the period of time between when
Social Media Compliance Guide for issuers, broker-dealers, and advisers
The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key considerations.
Read the Social Media Compliance Guide.
Other Legislative Proposals Affecting Capital Formation
There are a number of legislative proposals making their way through the House, including: H.R. 5054, the Small Company Disclosure Simplification Act of 2018, which provides EGCs and smaller reporting companies an exemption from xBRL requirements (referred to in our prior blog post), H.R. 6035, the Streamlining Communications for Investors Act, which is a…
Optimal Disclosure and Litigation Rules Around Offerings
In a recent paper, authors Onur Bayar, Thomas J. Chemmaur and Paolo Fulghieri consider whether allowing insiders with nonpublic information to disclose such information prior to selling their securities. The paper discusses the communications prohibitions applicable prior to, and in close proximity to, securities offerings, as well as some communications safe harbors. The authors…