Topic: 1933 Act Offerings

SEC Proposes to Broaden and Update Accredited Investor Definition

On December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed ‎amendments to the definition of “accredited investor” in order to update that definition and ‎expand the investors that would qualify as accredited investors able to participate in private ‎offerings.‎ ‎ The definition of “accredited investor” is important principally for determining who ‎can invest in private offerings under Rule 506(b) without limitation as to number and without ‎any information required as a condition of the exemption and as to who is eligible to invest in an ‎offering with general solicitation under Rule 506(c).‎

Read More

Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability

It is common for investors in venture capital and private equity transactions, and in other ‎investment arrangements, as a condition to their investment, to have rights to appoint board ‎observers when director representation is not available. An unanswered question has been the ‎extent to which a board observer has liability exposure under Section 11 of the Securities Act of ‎‎1933, for example, when a company goes public.‎

Read More

SEC Proposes Changes to Disclosure Requirements regarding Business, Legal Proceedings and Risk Factors

On August 8, 2019, the Securities and Exchange Commission (“SEC”) released a proposal (“Proposing Release”) to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.[1] The SEC stated goal is to improve these disclosures for investors and to simplify compliance for registrants.

Read More

Locke Lord QuickStudy: Token Taxonomy Act – Exempting Digital Tokens from U.S. Securities Laws

On April 10, 2019, U.S. Representatives Warren Davidson (R-OH) and Darren Soto (D-FL) ‎reintroduced the Token Taxonomy Act1‎ (“TTA”) in the effort to amend the Securities Act of ‎‎1933 and the Securities Exchange Act of 1934 to exclude “digital tokens” from the definition of ‎a security and provide tax certainty on such assets.

Read More

Corp Fin Issues Guidance on How to Redact Your Material Contracts Without Filing a Confidential Treatment Request

Late last month we blogged about rule amendments adopted by the Securities and Exchange Commission that are intended to modernize and simplify disclosure requirements for public companies, including an amendment that allows registrants to redact confidential information from most exhibits without filing a confidential treatment request.

Read More

Topics

Archives

Email the Editors

Click here to Email the Editors

Visit

Locke Lord LLP

For the latest information about our Firm visit lockelord.com