SEC

Now What? Supremes Declare PCAOB Board Appointment Process Unconstitutional

Greetings from Toronto and the Reverse Merger Conference. We anticipated a decision this week, and now it has happened. The US Supreme Court today ruled that the process by which Board members of the Public Company Accounting Oversight Board, which registers and audits every accounting firm that serves as auditors for US public companies, are appointed is unconstitutional.
When [...]

Sarbanes 404(b) Small Company Exemption Still Alive

Let’s give Barney Frank some credit. While everyone else is watching the oil continue to spill into the Gulf, there is some legislating going on down in DC. The conference committee working on securities industry reform is hard at work trying to reconcile the House and Senate approved versions of the bill. As you recall, [...]

Tip of the Week: Reverse Merger Deal Structures

Occasionally I like to move higher in the atmosphere and review some reverse merger basics. In a reverse merger, a private company takes over a public shell company and instantly becomes public, and the public shell survives the transaction with the owners of the private company typically controlling what was the shell and which now [...]

First New SPAC of 2010: Changes Good?

DealFlow Media’s The SPAC Report reported the completion of the first and only SPAC that made it all the way to pricing during 2010. 57th Street General Acquisition Corp.’s filing took six months to make its way through the SEC, no doubt in small part because the sponsors have changed some of the customary SPAC terms. [...]

Can You Legislate Ethics?

Sarbanes-Oxley. The Securities Act of 1933. SEC Rule 419 regulating reverse mergers. The SEC’s latest super-hyped and interestingly timed fraud case against the venerable Goldman Sachs. And now Congress’ attempt at reforming the finance industry. Let’s put politics aside (we do our best to be a non-political blog) and think about the real purpose of all [...]

My ABA Panel: Part IV - Dodd Bill’s Treatment of Rule 506 Preemption: Off the Table?

You may recall from prior blog posts that the bill that Sen. Chris Dodd’s Banking Committee passed, known as the Restoring American Financial Stability Act of 2010, contained a provision authorizing the SEC to designate a class of securities as not “covered securities” (which are exempt from state securities regulation) if an offering is not [...]

My ABA Panel: Part III - Is the PCAOB Unconstitutional?

Many of us attending my American Bar Association panel last Friday had not been aware that a case has been pending before the US Supreme Court questioning whether the Public Company Accounting Oversight Board is constitutionally created. Arguments took place last December, and a panelist employed by the PCAOB was joking as to whether she [...]

My ABA Panel: Part I - Simplified State Filing of Form D

For the fourth consecutive year, I was honored to be invited to join a panel of distinguished speakers at the American Bar Association Section of Business Law conference, this year in Denver. I got out of there just in time as they were expecting snow last night! The topic of our panel: current securities law [...]

SEC Encourages Non-Toxic PIPEs with Rule 415 Interpretation

The PIPEs Report, in its newest issue out today, has confirmed that the SEC has moved more and more towards allowing a larger percentage of a public issuer’s public float to be registered for public resale following a PIPE, so long as the PIPE does not have so-called “toxic” features.
For those who have been around awhile, you [...]

Senate Financial Reform Bill Could Affect Regulation D Offerings

Sen. Chris Dodd (D-CT) has just today introduced a version of his “Restoring American Financial Stability Act of 2010,” which now includes “Authority of State Regulators over Regulation D Offerings,” which would diminish the “covered security” preemption of 1933 Act Sec. 18(b)(4)(D). That preemption made many Reg. D offerings much easier. Some points of interest at Section 926 include:

the SEC may designate [...]