Communications

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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…

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?

If you chose (c),…

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…

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…

At an open meeting held today the Securities and Exchange Commission adopted amendments modernizing the offering and communications related rules applicable to business development companies (BDCs) and closed end funds (CEFs). The amendments implement the rulemaking mandate in the Small Business Credit Availability Act and the Economic Growth, Regulatory Relief, and Consumer Protection Act.  Most…

On Wednesday, April 8, the Securities and Exchange Commission will hold an open meeting in order to consider whether to adopt rule and form amendments in order to modernize the offering framework for business development companies (BDCs) and closed end funds (CEFs), which were proposed in March 2019 (proposing release No. 33-10619).

The SEC was…

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…

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:

  • Private

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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

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