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On July 15, 2019, the staffs of the Securities and Exchange Commission (“SEC”) and the North American Securities Administrators Association issued a joint summary explaining the application of the federal and state securities laws to investments in qualified opportunity zone funds (“QOFs”).  The summary discusses the opportunity zone program and when interests in QOFs would…

Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019 (“proposed bill”). The proposed bill is intended to increase transparency and accountability in the Securities and Exchange Commission’s (“SEC”) process of providing bad actor waivers. It sets up a three-step process to request…

Recently, the Securities and Exchange Commission Office of the Investor Advocate released its report on objectives for fiscal year 2020. The Investor Advocate intends to focus on the SEC’s disclosure effectiveness initiative, including amendments to Regulation S-K, updates to industry-specific disclosure requirements, etc. The Investor Advocate will also focus on monitoring rulemaking developments related to…

On Friday, July 12, 2019, the Securities and Exchange Commission’s Divisions of Corporation Finance, Investment Management and Trading and Markets, and the SEC’s Office of the Chief Accountant issued a statement regarding the LIBOR phase out, focusing attention on the “urgency” of implementing alternative reference rates.  The statement references the work of the Alternative Reference…

The Securities and Exchange Commission recently released the final report from the 2018 Government-Business Forum on Small Business Capital Formation.  The report highlights the recommendations of attendees in ranked order for actions to be taken by the SEC.  The Report includes, as the first priority recommendation, amendments to the definition of “accredited investor” in order…

On June 28, 2019, Commissioner Peirce of the Securities and Exchange Commission (“SEC”) delivered a speech entitled “Baby on Board” at the Society for Corporate Governance National Conference. In her speech, Commissioner Peirce reflected on the “Lady on Board” trend. Peirce noted there is mixed evidence as to whether the inclusion of women on boards…

On June 18, 2019, the US Securities and Exchange Commission (SEC) issued a concept release soliciting “comment on possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections.” Under the Securities Act of 1933, as amended (Securities Act), every offer and…

On June 20, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed amendments to FINRA Rule 2210 (Communications with the Public) and FINRA Rule 2241 (Research Analysts and Research Reports) to further the rules adopted by the Securities and Exchange Commission (“SEC”) last year as required by the Fair Access to Investment Research Act of…

On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release requesting public comment on ways to simplify, harmonize and improve the exempt offering process to expand investment opportunities while maintaining investor protections. The concept release solicits public input on whether changes should be made to improve the consistency, accessibility and…

On June 5, 2019, the SEC published an interpretation of the standard of conduct for investment advisers under the Investment Advisers Act of 1940. The objective of the Proposed and Final Interpretations was to reaffirm and clarify certain aspects of an adviser’s fiduciary duty under Section 206 of the Advisers Act. In the SEC’s view,…