As noted in our earlier post Pre-IPO Companies can have disclosure obligations too, a recent Rule 701 enforcement action by the SEC has served as a reminder of the pitfalls that exist for private companies with increasing valuations and robust equity compensation programs. Happily, some relief is on the way based on a provision included in the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act.… More
Tag Archives: Securities Act
In a unanimous decision issued Tuesday, March 20, 2018, the United States Supreme Court clarified that certain securities law class action cases may proceed in state courts. The Court declined to find that Congress intended to make federal courts the exclusive or preferred forum for resolving such claims.
The case – Cyan, Inc. v. Beaver County Employees Retirement Fund – involved the interpretation of the Securities Litigation Uniform Standards Act of 1998 (also referred to as SLUSA) and the changes that law made to the Securities Act of 1933. … More
A recent SEC enforcement action should serve as a potent reminder to pre-IPO and other private companies that SEC rules sometimes impose affirmative disclosure obligations on private companies that offer and sell securities to their employees.
Most well-advised start-ups and other emerging companies know that they need an exemption from the registration requirements of the Securities Act of 1933 in order to grant options or issue other equity awards to their employees.… More
On October 1, 2017, fees for registration statements under the Securities Act will increase to $124.50 per million from $115.90 per million, a 7% increase. The new fee rate will also apply to proxy statements for mergers and acquisitions and tender offer statements.
Issuers who anticipate a near-term need to file a registration statement, such as a shelf registration statement on Form S-3, should consider whether the filing can be made before the higher fee rate kicks in.… More