Speaking in connection with the Practising Law Institute’s (PLI) Directors’ Institute on Corporate Governance, Securities and Exchange Commission Division of Corporation Finance Director, William Hinman, shared his views on a principles-based approach to disclosure requirements and to rulemaking.  His remarks, which when read along with those of Chair Jay Clayton at the Economic Club and

November 17, 2020 Webinar
11:00 a.m. – 12:00 p.m. EST
Register here.

For a number of years now, significantly more capital has been raised by companies in the US private markets than in US SEC-registered offerings. In IFLR’s recently published book, A Deep Dive into Capital Raising Alternatives, changes brought about to the

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with several other recent votes to adopt rule proposals, the SEC Commissioners split their vote, with two Commissioners voting against the Amendments.

Today, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework.  Predictably, the SEC Commissioners were split in their vote, with two Commissioners voting against the amendments.  Despite the statements of the dissenting Commissioners, who cited investor protection issues, it

The Securities and Exchange Commission has announced an open meeting on November 2, 2020 to consider amendments relating to the exempt offering framework.  The SEC had released proposed amendments for public comment in March 2020, which were well-received, and included proposed simplifications to the integration framework, as well as modifications to the offering thresholds for

On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the definition of “accredited investor” and related amendments to the definition of “qualified institutional buyer.”  The accredited investor definition is central to the regulation of exempt offerings.  Consistent with the initial proposal, the amendments broaden the categories of individuals and entities

July 16-17, 2020
Register here

This two day program will provide an in-depth review of the basic aspects of the U.S. federal securities laws. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act, the securities-related provisions

During periods of market volatility, PIPE (private investment in public equity) transactions become an important financing alternative.  During the financial crisis, financial institutions and other companies relied on PIPE transactions to raise significant capital.  For example, in 2007, approximately $65.7 billion was raised in PIPE transactions, while in 2008, approximately $120.9 billion was raised.  The

Recognizing the logistical difficulties of submitting Forms 144 in paper in light of COVID-19 concerns, the SEC’s Division of Corporation Finance (CorpFin) announced last April 10 that it will not recommend enforcement actions for failure to submit Forms 144 in paper if they are emailed instead.  Filers can attach a complete Form 144 as a

April 20-21
For additional details, or to register, please visit the event website.

Please note, PLI’s Private Placements and Hybrid Securities Offerings conference will be held via webcast this year.

This two day PLI seminar will feature panel discussions covering the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block