The SEC is rapidly responding to the ongoing COVID-19 crisis in ways big and small. For persons who are entering the SEC reporting system for the first time, which could be because they have been newly appointed an executive officer or director of a public company or have recently acquired beneficial ownership of more than 5% of a public issuer, a Form ID must be submitted to request the codes necessary to submit filings via the SEC’s EDGAR (electronic data gathering,… More
Tag Archives: Securities Act
On March 4, 2020, the SEC proposed amendments to existing exemptions from the registration requirements under the Securities Act of 1933 to simplify, harmonize, and improve the existing regulatory framework and to promote capital formation while preserving or enhancing important investor protections. Promoting capital formation continues to be a primary object of the SEC, as evidenced by the previously proposed amendments to the “accredited investor” definition. (See our IPO,… More
WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome that few, if any, would have predicted from one of the most high profile unicorns to seek capital in the public market. As the company moves forward with new co-CEOs, the abandoned (or delayed) IPO serves as a case study of the issues that private companies face under the scrutiny of regulators and public investors. … More
The SEC’s Division of Corporation Finance has posted helpful FAQs about the impact of the government shutdown on registration statements for public offerings. During the shutdown, the SEC will not declare registration statements effective, but companies still have several options that may enable them to pursue their offerings.
Well-known seasoned issuers can continue to file automatically effective registration statements, and companies with already effective shelf registration statements should be able to complete a takedown unless the terms of the offering would require the issuer to file a post-effective amendment.… More
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
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