Tag: SEC
The JOBS Act – Key Provisions You Should Know
May 15, 2012 by
Craig Tzvi Gherman
Last month, President Obama signed historic and far reaching legislation into law – the Jumpstart Our Business Startups Act (the “JOBS Act”). The broad impact of the JOBS Act effects companies – whether private or public, domestic or foreign – as well as capital raises, the IPO market, and more. Items of particular note include the new “emerging...
SEC Amends Definition of “Accredited Investors”
December 29, 2011 by
Craig Tzvi Gherman & Jan S. Wimpfheimer
Last week the U.S. Securities and Exchange Commission (the “SEC”) amended its rules to exclude the value of a person’s home from net worth calculations used to determine whether such individual qualifies as an “accredited investor”. The amendment is not “new law” but rather simply conforms the SEC rules with the Reform and Consumer Protection...
SEC Limits its Non-Public Review Policy for Non-U.S. Issuers
December 14, 2011 by
Craig Tzvi Gherman
On December 8, 2011, the Division of Corporation Finance of the U.S. Securities and Exchange Commission significantly limited its policy of allowing non-U.S. issuers to submit initial drafts of registration statements (initial public offering or other first-time registration statements) on a “draft” confidential basis. The policy had previously...
SEC Moves Forward and Approves Tougher Listing Standards for Reverse Merger Companies
November 29, 2011 by
Craig Tzvi Gherman
Earlier in November, the Securities and Exchange Commission approved new rules (the “New Reverse Merger Rules”) that make it more difficult for companies that have effected a “reverse merger” (also known as a “reverse takeover”) to go public and meet the required listing standards of the three major U.S. exchanges – the NYSE, NYSE Amex and...
Proposed Listing Standards For Compensation Committees And Compensation Consultants
June 9, 2011 by
Daniel Baron
Requirements of Dodd-Frank
The Securities and Exchange Commission (“SEC”) has proposed new rules directing national securities exchanges and national securities associations to adopt disclosure regarding the compensation committees of listed issuers boards of directors. The SEC’s rules implement Section 952 of the Dodd-Frank Wall Street Reform and...
Issuing Securities in U.S. Private Offerings – New Higher Standard for “Accredited Investors”
August 22, 2010 by
Craig Tzvi Gherman & Jan S. Wimpfheimer
When issuing securities in private offerings to U.S. investors, issuers (from companies to investment funds) often look to the registration exemptions and safe harbors afforded by Regulation D of the United States Securities Act of 1933 (the “Securities Act”). One of the key components of an exempted Regulation D offering is the “accredited investor”...