Posts Categorized: Securities

SEC Exam Priorities – 2023/24

On October 16, 2023, the Division of Examinations (the “Division”) of the Securities and Exchange Commission (the “SEC”) released its 2023/24 exam priorities, moving the annual notice up a few months to coincide better with the SEC fiscal year. Among other things, the notice confirmed that one of the priorities again will be to examine… Read more »

N.Y. Attorney General Alleges Unregistered Dealers Selling Crypto Securities and Commodities

In a letter to five trading platforms, N.Y. Attoney General Letitia James notified them that certain crypto-assets are securities under the N.Y. law – the Martin Act – that requires sellers of securities within or from the state to register with the state. They are securities because they “promise a rate of return to investors,… Read more »

SEC Settles SPAC Enforcement Action

On July 13, 2021, the Securities and Exchange Commission (the “SEC”) announced settlement of enforcement actions aganist a Special Purpose Acquisition Corporation (the “SPAC”), entitled Stable Road Acquisition Company, its sponsor, its CEO, its merger target, entitled Momentus Inc. (“Momentus”) and the founder and the former CEO of Momentus. SPACS have become increasingly popular in… Read more »

Holding Foreign Companies Accountable Act Becomes Law

On December 18, 2020, the Holding Foreign Companies Accountable Act (the “HFCAA”) was signed into law and the Securities and Exchange Commission (the “SEC”) was advised to adjust its rule proposal to take into account the new legislation. Under the legislation, a reporting company that uses an auditor in a jurisdiction that restricts or controls… Read more »

SEC Will Begin Examining Compliance With Reg BI After June Implemetation Date

On April 7, 2020, the Office of Compliance Inspections and Examinations (the “OCIE”) of the Securities and Exchange Commission (the “SEC”) issued a Risk Alert to tell broker-dealers that it would begin to examine them for compliance with Regulation BI (Best Interest) (“Reg BI”) after the June 30, 2020, implementation date. This effectively means that… Read more »

SEC Proposes Revisions to Exempt Offering Rules

On March 4, 2020, the Securities and Exchange Commission (the “SEC”) issued a proposal to revise the exempt offering rules under Regulation D (exempt offerings) and Regulation S (offshore offerings) of the Securities Act of 1933 largely to make it easier to conduct such offerings.  The proposals include, among other things: While Rule 506(c) under… Read more »

FINRA Proposes to Expand “Capital Acquisition Broker” Rules

On January 30, 2020, the Financial Industry Regulatory Authority (“FINRA”) proposed amendments to its “capital acquisition broker” rules (the “CAB Rules”) to broaden the coverage of the rules.  The CAB Rules were adopted in 2016 to allow a broker-dealer to comply with a lesser set of requirements if it is engaged in a limited set… Read more »

FINRA Exam Priorities For Regulation Best Interest

On January 9, 2020, the Financial Industry Regulator Authority (“FINRA”) published its 2020 Risk Monitoring and Examination Priorities Letter (the “Letter”).  The Letter made clear that the new Reg BI (also known as the “Best Interest” regulation), adopted by the Securities and Exchange Commission on June 5, 2019, would be its top priority in 2020. … Read more »

SEC Proposes Revisions to “Accredited Investor” and “Qualified Institutional Buyer”

Among the key thresholds under Regulation D and Rule144A for eligibility for investing in private securities offerings are the definitions of “accredited investor” and “qualified institutional buyer”.  In mid-December of 2019, the Securities and Exchange Commission approved, by a vote of 3-2, a proposal to revise these definitions.  The current categories and financial thresholds remain… Read more »

New Committee on Foreign Investment in the United States (“CFIUS”) Rules to Go Into Effect

On February 13, 2020, new CFIUS rules are scheduled to go into effect. The new rules have been adopted by the Treasury Department under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) which increases the CFIUS authority to review and disallow investment in U.S. sensitive companies.  The rules also resulted in the exemption… Read more »