Free Writings + Perspectives

News and Views on Securities Regulation and Capital Formation

On October 23, 2018, the Heritage Foundation hosted a discussion entitled, “Problems with the JOBS Act and How They Can Be Fixed” that featured University of Kentucky College of Law Professor Rutherford B. Campbell. The discussion centered on the impact of the 2012 Jumpstart Our Business Startups Act (the “JOBS Act”), its benefits, its shortcomings, and recommendations on how to address those shortcomings related to Titles II, III and IV. The JOBS Act was enacted…
On October 31, 2018, the NYSE filed a proposed amendment to the Listed Company Manual to modify the price requirements for purposes of determining whether shareholder approval is required for certain issuances of securities.  These proposed amendments mirror the recent Nasdaq changes.  The new NYSE rule would replace the “market value” test with a new definition known as “Minimum Price.” The Minimum Price would be defined as the lower of (i) the closing price…
November 19–20, 2018 Location PLI New York Center 1177 Avenue of the Americas (2nd Floor) New York, NY 10036 Partner Anna T. Pinedo will serve as co-chair for this program and will participate in a panel discussion titled, “Investment Banking Basics: Fundamentals of Capital Structures” on Day One of the conference. Topics will include: Common financing alternatives — debt, equity and hybrids; Sources of funding — public and private markets; Liquidity — raising and deploying…
On November 6, 2018, the NYSE proposed a rule change that conforms the definition of smaller reporting company (“SRC”) to the recent amendments made by the Securities and Exchange Commission (“SEC”) earlier this year. Under the SEC’s amendments a company with a public float of less than $250 million now qualifies as a SRC. Additionally, a company with no public float or with a public float of less than $700 million will qualify as an…
On October 30, 2018, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change to amend FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the “Rule”), which is the main FINRA rule regarding compensation in securities offerings, with the Securities and Exchange Commission (“SEC”). The proposed Rule includes the following changes: Decreases the number of documents required to be filed and increases the amount of time in which to file…
Wednesday, November 14, 2018 1:00 PM – 2:00 PM Eastern During this webinar, we will explore the proposed Regulation Best Interest rule and related developments. Topics include: Overview of the proposed regulation; Principal areas of comment; What we can anticipate in terms of timeline and process and what firms can do now; FINRA’s proposed amendments to quantitative suitability; and State fiduciary rules. Wolters Kluwer will provide CLE credit. For more information, or to register for…
At the Practising Law Institute’s Annual Institute on Securities Regulation, a number of updates were provided by the Staff regarding ongoing initiatives within the Office of Small Business.  The Staff reviewed the recently adopted amendments to the definition of “smaller reporting company” (SRC) and directed practitioners to its Small Entity Compliance Guide.  The Staff also noted that a number of Compliance & Disclosure Interpretations were recently updated to address changes brought about by the…
Tuesday, November 13, 2018 1:00 p.m. – 2:00 p.m. EDT Please join Partner Jerry R. Marlatt and RBC Capital Markets’ Laura Drumm for this webinar as they discuss the covered bond market in the U.S., recent developments for Canadian covered bond issuers and the globalization of the asset class. Topics including: Brief overview of covered bonds Recent issuance activity in the US Recent EU legislative initiatives related to covered bonds and the impact on non-EU issuers…
The recently published PwC and CB Insights’ MoneyTree Report provides insights on financing trends through the third quarter of 2018.  In Q3 2018, U.S. companies raised $28 billion in venture financing despite a drop in number of deals in the most recent quarter.  The dollars raised in Q3 2018 reached in a two-year high, which is attributable to large financing for unicorns, including Peleton, WeWork and Uber.  The Internet and Healthcare sectors were the most…
On October 31, 2018, the US Securities and Exchange Commission issued a final rule to modernize required property disclosures for mining registrants. The requirements are currently set out in Item 102 of Regulation S-K and Industry Guide 7. This Legal Update discusses key points of the Final Rule as well as its practical implications. Read our Legal Update here.…