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Federal law (the “Antideficiency Act”) restricts the conduct of business by agencies during a lapse of Congressional appropriations, looming this weekend, and federal regulations (OMB Circular A-11) require agencies to have plans for an orderly shutdown. The Securities and Exchange Commission (the “SEC”) published its general plan in July (updating the plan it adopted in…

On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding insider trading arrangements and related disclosures. Specifically, C&DIs 120.26 and 120.27 identify the dates by which companies must first include the new disclosures…

Today, February 7, 2023, the Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee will host a meeting to discuss several matters.  The Committee will discuss alternatives to traditional bank and venture capital funding for small and mid-size private companies.  Next, the Committee will discuss rules and amendments first proposed in February 2022 pertaining…

Commissioner Crenshaw’s remarks on January 30, 2023, once again, touched on Regulation D and the private markets.  It is understandable that, given companies in the United States have become increasingly reliant on private capital to fuel their growth, a regulator would seek to focus on the private markets.  The “how did we get here” part…

The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued on December 16, 2022 its 2022 Annual Report to the U.S. Congress and to the SEC detailing how entrepreneurs, investors, and private and smaller public companies are engaging in capital raising.  The Report provides a wealth of data from the…

At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022, which were the subject of significant comment from market participants. The final amendments take into account some of the commenters’ concerns—in particular by…

At the end of September 2022, Patrick McHenry, the top Republican on the House Financial Services Committee, released the Committee Republicans’ capital formation agenda. The capital formation agenda aims to build on the successes of the JOBS Act in a number of important areas, which are summarized below.

Strengthening Public Markets.  The Committee Republicans would…

Recently, the Securities and Exchange Commission (the “SEC”) released its report to Congress summarizing the principal policy recommendations made at the 41st Annual Government-Business Forum on Small Business Capital Formation (the “Small Business Forum”).  The Small Business Forum was led by the SEC’s Office of the Advocate for Small Business Capital Formation in cooperation with…

The SEC’s Office of the Advocate for Small Business Capital Formation (“OASB”) recently issued its 2021 Annual Report (the “Report”), which reviews the capital raising activities of a variety of companies, from startups and emerging businesses to smaller public companies. The OASB, together with the SEC’s Division of Economic and Risk Analysis, provided updated data…

The Securities and Exchange Commission announced it will hold its 40th Annual Government-Business Forum on Small Business Capital Formation virtually from May 24 – 27, 2021.  The Forum, hosted by the SEC’s Office of the Advocate for Small Business Capital Formation, will take place over four days and will feature a number of topics. …