SEC Adopts Amendments to Regulation S
Charles C. Comey and Lloyd Harmetz of Morrison & Foerster LLP
This article discusses recently passed amendments to Regulation S to the Securities Act of 1933.
Amended SEC Rules Under the Short-Swing Profit Rules of Section 16 of the Securities Exchange Act of 1934
Barry W. Homer and S. James DiBernardo of Brobeck Phleger & Harrison LLP
This article presents highlights of changes from the current rules, taken from the SEC Release Nos. 34-37260 and 35-26524.
Enhanced Access to Private Equity
Martin P.J. Kratz and Scott M. Reeves of Lexpert
In recent times the marketplace has provided a very difficult environment for companies in any industry to raise private equity capital, and this has been the case particularly for technology companies. A further difficulty has been the restrictive regulatory environment that constrained issuers from raising public funds without the use of a prospectus-a cumbersome, costly and time-consuming document.
What You Need To Know About the Corporate Fraud Bill
Craig L. Evans of Shook, Hardy & Bacon L.L.P.
President Bush signed the Sarbanes-Oxley Act on July 30, 2002, which had been approved the prior week by the House and the Senate. This Bill has far reaching affects on publicly traded companies, auditors, attorneys, analysts and investment banks.
Releasing Research Reports -- What Can You Do?
Paul, Hastings, Janofsky & Walker LLP
We frequently are asked by our investment banking clients whether their colleagues in the research department can issue a research report on a company about to launch a financing.
SEC Adopts Issuer Stock Repurchase Amendments
Bryan E. Davis,Zachary Randolph Bishop and Alexis Slagle Gilroy of Alston & Bird LLP
The SEC recently adopted amendments to Rule 10b-18,1 a rule that provides issuers with a safe harbor from market manipulation liability under the federal securities laws. The amendments are intended to simplify and update the safe harbor provisions in light of market developments since the adoption of Rule 10b-18 in 1982.
Summary of Recommended Procedures In Connection with Blackout Periods under Retirement Plans
Jones Day
The Securities and Exchange Commission recently issued final rules, the so-called "Regulation Blackout Trading Restriction" or "Regulation BTR," to implement Section 306(a) of the Sarbanes-Oxley Act of 2002 with respect to blackout periods under individual account retirement plans.
Private Placement Offerings
Momkus McCluskey, LLC
A private placement offering is the sale of stock of a company to private investors without the use of public market exchanges. Although the end result of a private placement offering is the same as a public sale of stock through the exchange markets (i.e. the sale of stock to the private investor), unlike a public offering, a private placement offering does not involve securities that are registered with the Securities & Exchange Commission ("SEC").
The SEC's Inglorious Role in Limiting Small Business's Access to Capital
Rutheford B. Campbell of The Federalist Society
One of the most curious and misdirected regulatory approaches of the Securities and Exchange Commission (SEC) is the Commission's relentless refusal to permit small corporations to solicit broadly for external capital.
Amendments to Form S-8, Rule 701 and Rule 504
Coudert Brothers LLP
The Securities and Exchange Commission (the "SEC") has recently adopted or proposed several rule changes .
New Regulation FD Prohibits Selective Disclosure--Winter 2000
Faegre & Benson LLP
This article summarizes the new Regulation FD which prohibits public companies from selectively disclosing material information to analysts and institutional investors before making the same disclosures to individual investors and the general public.
Securities Law Update
Pepper Hamilton LLP
This update features the following articles: Disclosure of Year 2000 Issues; Regulation13D-G Amendments; Plain English to Become Mandatory on October 1, 1998; Market Risk Disclosure in SEC Filings; Regulation S Amendments.
New SEC Rules Under Sarbanes-Oxley: Impact Beyond Issuers
Lawrence Cohen of Stark & Stark
Recently, the SEC issued a series of final rules under the Sarbanes-Oxley Act of 2002 (the "Act"). Besides the obvious impact of these rules on accountants and broker-dealers that happen to be public reporting companies subject to the Act, they contain certain provisions that significantly impact non-SEC reporting, broker-dealers, as well as the attorneys who work at such companies or represent them as outside counsel.
Securities Alert--July 1999
Akin Gump Strauss Hauer & Feld LLP
The Securities and Exchange Commission (the "SEC") recently adopted amendments to Rule 504 of Regulation D ("Rule 504"). Rule 504 provides an exemption from registration under the Securities Act of 1933 (the "Act") for offerings of non-reporting issuers to raise "seed capital" in an aggregate amount of no more than $1 million in a 12-month period.
Investment Management Update
Jim Austin of Pepper Hamilton LLP
This article discusses some of the key points of the release relating to electronic delivery of information and an issuer's liability for Web site content.