David Lichtstein

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This month, Deloitte & Touche LLP released its annual study on the Securities and Exchange’s (“SEC”) recent comment letters.  The 2017 study notes a decline in the overall number of SEC reviews with comment letters and in the number of SEC comments issued over the past several years.  In 2017, 1,491 comment letters were issued by the SEC, a 13% decline from 2016 and 54% decline over the prior five-year period.  The SEC has attributed this…
On October 2, 2017, Congressmen Ted Budd (R-NC) and Gregory Meeks (D-NY) introduced a bipartisan bill, H.R. 3903, in the U.S. House of Representatives.  The bill proposes amendments to the Securities Act of 1933, as amended, to increase initial public offering (“IPO”) and follow-on activity. The proposed legislation extends three JOBS Act provisions currently available to emerging growth companies to all issuers: (1) submission of a draft registration statement for confidential nonpublic review by the…
On September 5, 2017, the U.S. House of Representatives approved H.R. 2864 (Improving Access to Capital Act) by a vote of 403-3.  The bill, which was sponsored by Rep. Krysten Sinema and previously amended by the Committee on House Financial Services on September 5, 2017, directs the SEC to amend Regulation A to permit Exchange Act reporting companies who otherwise meet all of the requirements under Regulation A to issue securities under Regulation A.  Currently,…
On June 8, 2017, SEC Chief Accountant Wesley Bricker gave a speech titled “Advancing the Role of Credible Financial Reporting in the Capital Markets” at the 36th Annual SEC and Financial Reporting Institute Conference. Mr. Bricker emphasized the importance of reliable accounting and effective control over financial reporting in protecting investors and the capital markets. Mr. Bricker also discussed the key roles played by audit committees and independent external auditors in providing assurance to investors…
In the May 10, 2017 dialogue held by the SEC’s Division of Economic and Risk Analysis and New York University’s Stern School of Business, academics and industry representatives provided recommended measures for rejuvenating the U.S.’s IPO market.  Such measures, aimed at increasing the incentive for companies of varying sizes, geographic backgrounds and industries to utilize and thrive in the public markets, included the following recommendations: Exempt dividends from taxation at the corporate level for all…
On May 10, 2017, the SEC’s Division of Economic and Risk Analysis and New York University’s Stern School of Business held a dialogue aimed at assessing the economic factors causing the recent downturn in initial public offerings (“IPOs”) in the U.S. market.  Former Acting Chair and current SEC Commissioner Michael Piwowar began the dialogue, reiterating the importance of making public capital markets available to businesses.  Commissioner Piwowar emphasized that a robust IPO market fosters innovation,…
On April 19, 2017, the staff of the SEC’s Division of Corporation Finance issued a new compliance and disclosure interpretation (“C&DI”) addressing intrastate offerings pursuant to new Securities Act Rule 147A. The C&DI clarified that under new Rule 147A(g)(1), offers and sales made in reliance on new Rule 147A will not be integrated with prior offers and sales of securities, including offers and sales made in reliance on amended Securities Act Rule 147. The C&DI…
On December 7, 2016, the SEC released a white paper on Regulation A+ offerings titled “Regulation A+: What Do We Know So Far?”  The white paper analyzes Regulation A+ offerings conducted from the effective date of Regulation A+ (June 19, 2015) through October 31, 2016.  The white paper notes that during this observation period the rate of Regulation A+ activity outpaced the rate of prior Regulation A activity.  Despite a relatively small sample size and…
On September 28, 2016, the SEC proposed an amendment to Exchange Act Rule 15c6-1(a) in order to shorten the standard settlement cycle from three business days (“T+3”) to two business days (“T+2”) following the applicable trade date.  This amendment would affect settlements for most broker-dealer securities transactions, requiring prior agreement for any transaction with a settlement cycle longer than T+2.  The SEC cited several reasons for the proposed amendment, including (1) reducing credit, market, and…
On September 12, 2016, the United States Chamber of Commerce’s Center for Capital Markets Competitiveness hosted a webinar to discuss the policy recommendations outlined in its report titled “A Plan to Reform America’s Capital Markets” (the “Report”).  The Report provides policy recommendations for the next administration and Congress to reform the capital markets in order to address current inefficiencies and inadequacies in the regulation and government oversight of the capital markets.  The Report includes a…