aka Specified purpose acquisition companies ( SPACs ) Summary Covers SEC rules on blank check offerings Adopted per the Penny Stock Reform Act of 1990 SEC summary Final release 33-6932 1992 For blank check offerings : Must deposit securities issued and funds received in a special account Trading in the deposited securities is prohibited [more...]
Multijurisdictional Disclosure System Summary Allows eligible Canadian issuers to satisfy SEC registration and reporting requirements by using disclosure documents prepared under Canadian securities law Allows use of specialized SEC forms for this purpose Adopted in 1991 Canada's securities have a parallel disclosure system for US issuers [more...]
Statutes Commodity Exchange Act 7 USC § 1 et seq USC codification chart Commodities Futures Modernization Act 2000 Commodity Futures Trading Commission [more...]
SEC Rules Preliminary Notes Text of Notes Exemption from § 5 only (Note 1) Plan or scheme to avoid .... (Note 2) Re: Exchange Act requirements (Note 3) Re: state law requirements (Note 4) Non-exclusive safe harbor (Note 5) Issuer transactional exemption only (Note 6) Integration with other offerings (Note 7) Re: rights offerings (Note [more...]
Summary SEC streamlines process for delisting (2005) By amending its rules and Form 25 Won't be effective until 4.24.06 to allow exchanges to adopt conforming rules Client mailing (8.29.05) SEC Rules Rule 12d2-2 Rule 19d-1 Form 25 Form 25 SEC Releases Final release 34-52029 (2005) Proposal release 34-49858 (2004) Comment letters [more...]
Statutes Securities Act § 8 SEC Rules Rule 459 Calculation of Effective Date Text of Rule 459 SEC Releases Reg. C, 12 FR 4075, 6.24.47 Rule 461 Acceleration of Effective Date Text of Rule 461 SEC Releases SEC Release 33-6383 : 47 FR 11444, 3.16.82 SEC Release 33-7168 : 60 FR 26615, 26617, 5.17.95 [more...]
SEC No-action Letters Jazz Semiconductor SEC letter 11.21.05 Request letter 11.16.05
Summary Types of companies subject to Exchange Act registration requirements: Section 12(b) company Has registered a class of equity or debt securities under Exchange Act §12(b) So that the securities can be listed and traded on a national securities exchange Exchange Act §12(b) Registrants Section 12(g) company Has registered a [more...]
Statute Exchange Act § 12(g) Text of Statute Exchange Act § 12(h) Text of Statute SEC Rules Rule 12g-1 Exemption from Section 12(g) 12g-1 Rule 12g-2 Securities Deemed to Be Registered Securities Deemed to Be Registered Pursuant to Section 12(g)(1) upon Termination of Exemption Pursuant to Section 12(g)(2) (A) or [more...]
Summary Individuals or entities who assist companies in finding financing or an M&A partner Finders often don't comply with federal and state registration requirements Misperception that requirements don't apply to one-off or occasional engagements Even though SEC no-action relief has been limited to where finders only provide referrals without [more...]
Registration by Foreign Governments or Political Subdivisions Thereof SEC Rules Rule 49 0 Paragraph (3) of Schedule B Rule Rule 491 Paragraph (6) of Schedule B Rule Rule 492 Omissions from Prospectuses Rule Rule 493 Additional Schedule B Requirements Rule Rule 494 Newspaper Prospectuses Rule [more...]
Summary Accommodations made for foreign companies which would otherwise be fully subject to the requirements of the Securities Act and Exchange Act Developments Schiller v Tower Semiconductor 2nd Circuit 6.10.06 Opinion Upheld SEC authority to adopt Rule 3a12-3 Thus, upheld SEC's exempting FPIs from proxy requirements of Exchange Act [more...]
Summary SEC has adopted rule changes to make it easier for a foreign private issuer ( FPI ) to terminate its Exchange Act registration and reporting requirements Prior regime made it difficult for an FPI to deregister even after it terminated a US securities listing New Rule 12h-6 FPI can deregister a class of its equity securities if US [more...]
Summary New rule expanded SEC authority over hedge funds Rule 203(b)(3)-2 Adopted under the Investment Advisers Act of 1940 Adopted over vigorous dissent of two SEC commissioners Requires hedge fund advisers to register with SEC Must file registration forms with the SEC Maintain business records per SEC rules Adopt proxy voting procedures, [more...]
SEC Rules Rule 411 Rule 12b-23 12b-23 S-K Item 10(d) SEC Releases SEC Release 33-6383 1982 SEC Release 34-35833 1995 Revised Rule 412 Modified or superseded documents Changes to 412(a) and 412(d) Securities Offering Reform Changes Revised Rule 412 Rule 412 Revised Rule 418 Supplemental information Changes to 418 Securities Offering Reform [more...]
Rule 147 Text of Rule Securities Act Section 3(a)(11) SEC Releases SEC Release 33-5450 (1974) SEC Release 33-4434 (1961) SEC FAQs Telephone Manual (1999) Re: § 3(a)(11) Telephone Manual (1999) Re: Rule 147 SEC No-action Letters: First Commerce of America Inc (1991) Capitol Securities Inc (1987) Diplomat Ltd (1984) [more...]
Summary SEC has modified application of its Securities Act rules based on a new scheme to categorize issuers Per Securities Offering Reform 2005 An issuer is either a: Well-known seasoned issuer ("WKSI") Seasoned issuer Unseasoned issuer Non-reporting issuer Based on category, application of Securities Act rules vary for: [more...]
Summary SEC categorizes issuers for Exchange Act purposes Classification affects when periodic reports are due An issuer is either a: Large accelerated filer Accelerated filer Non-accelerated filer SEC has a separate parallel scheme for Securities Act An issuer is either a: Well-known seasoned issuer ("WKSI") Seasoned issuer Unseasoned [more...]
Summary SEC has sought to change mutual fund governance By requiring at least 75% of directors to be independent By requiring an independent Chairman These rule changes have been twice overturned By US Court of Appeals - DC Circuit Court Challenge SEC has re-proposed this rule change Per Release IC-27395 6.13.06 SEC Releases SEC Releases [more...]
Statute Exchange Act § 15(g) Text of Statute SEC Rules Rule 15g-1 Exemptions 15g-1 57 FR 18032, Apr. 28, 1992 Rule 15g-2 Risk disclosure document 15g-2 57 FR 18033, Apr. 28, 1992 58 FR 37417, July 12, 1993 Rule 15g-3 Broker-dealer quotation disclosure 15g-3 57 FR 18033, Apr. 28, 1992 Rule 15g-4 [more...]
Statutes Securities Act § 5 Registration Statements Securities Act § 6 Registration Process Securities Act § 7 Information Required in Registration Statement Securities Act § 10 Information Required in Prospectus Securities Act § 23 Unlawful Representations Securities Act Schedules Schedule A Schedule B [more...]
Summary SEC summary Five rating agencies are recognized by the SEC as NRSROs They rate debt, convertible debt, and preferred stock Investment grade Four highest rating categories (including subcategories) Typically AAA to BBB Non-investment grade / high yield / junk Below the four highest categories Typically BB+ to D Developments - [more...]
Registration by Investment Companies; Business Development Companies SEC Rules Preliminary Note Rule Rule 480 Title of Securities Rule text Rule 481 Information Required in Prospectus Rule text Rule 482 Advertising: Satisfying Section 10 Requirements Rule text Rule 483 Exhibits Rule text Rule 484 [more...]
Statute Securities Act § 8(a) Effective date of registration statement Text of Statute Securities Act § 8(c) Effective date of amendment to registration statement Text of Statute SEC Rules Rule 470 Formal Requirements Text of Rule 470 SEC Releases SEC Release 33-6383 1982 47 FR 11445 3.16.82 [more...]
Regulation A (Rules 251 - 263) Rule 251 Scope of Exemption Type of issuer Aggregate offering price Integration with other offerings Offering conditions Rule 252 Offering Statement Rule 253 Offering Circular Rule 254 Solicitation of Interest Document Testing the waters Rule 255 Preliminary [more...]
Analyst Certification Summary SEC summaries Release 34-47591 2003 SEC Rule 17 CFR 242.500 Definitions Rule 500 Certifications in Connection with Research Reports Rule 501 Certifications in Connection with Public Appearances Rule 502 Certain Foreign Research Reports Rule 503 Notification to Associated Persons [more...]
Securities Act Exemption for Small Business Investment Companies Regulation E Rules 601 - 610 Rule 601 Definitions Rule 602 Securities Exempted Rule 603 Amount of Securities Exempted Rule 604 Form 1-E Notification Rule 605 Offering Circular Rule 606 Less than $100,000 Offering [more...]
Summary SEC summaries Intended to prevent market manipulation during a distribution of securities Applies to Underwriters, brokers and dealers Issuer and persons who control the issuer Selling stockholders Possibly, officers and directors Until completion of the distribution, prohibits bids for and purchases of Securities being offered [more...]
Privacy of Consumer Financial Information Summary SEC summaries Release 34-47591 2003 SEC Rule 17 CFR 248 General rules Rule 1 Purpose and scope Rule 2 Rule of construction Rule 3 Definitions Subpart A Privacy and Opt Out Notices Rule 4 Initial privacy notice Rule 5 [more...]
Summary Securities Act § 12(a)(2) provides rescission as a remedy SEC No-Action Letters No-action letter exemptions from Regulation M Hughes Supply, Inc . 10.04.04 Associated Grocers of Maine, Inc . 5.06.04 ING Senior Income Fund 10.09.03 SEC Enforcement In re: John Milling 2003 [more...]
Summary Accepted tool to enable trading in securities by issuers and insiders Used by company insiders to sell securities Used by issuers repurchasing their own securities Can provide an affirmative defense to Rule 10b-5 liability Per Rule 10b5-1(c) Despite the trader possessing material inside information at time of purchase or sale Without [more...]
Exemptions from Exchange Act §12(g) Registration Overview Rule 12h-1 provides specified exemptions from Exchange Act §12(g) Exchange Act §12(h) authorizes the SEC to adopt exemptions from §12(g) registration requirements Per §12(g), unless exempt, an issuer with (i) 500 or more holders of record of a class of equity [more...]
Rule 462(b) Rule 462(b) Rule 462(b) permits the registration of additional shares in the same offering Can increase the offering size by up to 20% File an abbreviated registration statement that incorporates the original one by reference Must file before the underwriters send confirmations of sale Should include statement in the initial [more...]
Summary SEC has adopted sweeping changes to how registered offerings of securities can be brought to market Changes were effective 12.01.05 SEC summaries Current disclosures issues 2005 Application of these changes vary depending on how an issuer is categorized A new category Well-known Seasoned Issuers (" WKSIs ") get the most liberal [more...]
Statutes Securities Act § 2(a)(1) - Security defined Exchange Act § 3(a)(10) - Security defined Developments SEC v Edwards (Sup Ct 2004) 02-1196 Investment scheme offers a fixed rate of return instead of a variable one does not mean that the scheme is not an investment contract and thus a security Reverses 11th [more...]
Summary SEC has adopted rules applicable to shell companies Prohibits use of Form S-8 by shell companies Permits former shell companies to use Form S-8 once they become operating companies and meet other conditions Adds new Form 8-K Item 5.06 to require disclosure when companies cease to be shell companies Form 8-K Item 5.06 Requires foreign [more...]
Summary Exchange Act §28(e) provides a safe harbor Allows money managers to use client funds to purchase brokerage and research services for their managed accounts So called soft dollar arrangements Statutes Exchange Act §28(e) Text SEC Interpretive Release 2006 Interpretive release 34-54165 7.18.06 [more...]
Rule 238 Securities Act Exemption Text of Rule Final release 33-8171 2003 Rule 12a-9 Exchange Act Exemption Text of Rule Final release 33-8171 2003 Rule 9b-1 Option Disclosure Document Text of Rule Final release 34-43461 2000 Final release 33-8171 2003 [more...]
Fractional Interests - Rule 152a Text of Rule SEC Release 33-4761 (1965) Exemption of Shares Offered in Connection with Certain Transactions - Rule 236 Text of Rule SEC Release 33-5229 (1972) SEC Release 33-6414 (1982) SEC Release 33-7331 (1996) Stock Splits, Stock Dividends and Anti-Dilution Provisions; Interests To Be Issued Pursuant to [more...]
Rule 418 - Supplemental Information Text of Rule SEC Release 33-6383 1982 SEC Release 33-6977 1993 SEC Release 33-7375 1997 SEC Release 33-8501 2004
Statutes Securities Act § 2A Exchange Act § 3A
Summary Typically, an issuer whose Exchange Act reporting obligations have been suspended, but which continues to file to satisfy an indenture covenant or other contractual obligation e.g., an otherwise "private company" which sells registered high yield debt to a relatively small group of institutional holders e.g., an LBO fund [more...]
SEC Rules Rule 477 Withdrawal of Registration Statement or Amendment Text of Rule 477 SEC Releases SEC Release 33-6383 1982 SEC Release 33-6437 1982 SEC Release 33-6578 1985 SEC Release 33-7053 1994 SEC Release 33-7943 2001 Rule 478 Powers to Amend or Withdraw Registration Statement Text of Rule 478 SEC Releases SEC Release 33-3225 [more...]