SEC Issues Proposed Rules Requiring Use of Universal Proxy

The Securities and Exchange Commission has proposed amendments to the federal securities laws that would require use of universal proxies in connection with contested elections of directors.  These universal proxies would include the names of all nominees for election to the board of directors, including both the registrant’s slate of nominees and a dissident party’s […]

SEC Proposes to Expand Qualification for Smaller Reporting Companies

The Securities and Exchange Commission has proposed to amend the definition of a smaller reporting company to a registrant with either a public float (i.e. the market value of the registrant’s common equity held by non-affiliates) of less than $250 million, or a public float of zero (meaning that all of the registrant’s common equity […]

SEC Clarifies Effect of Whistleblower Definitions as New Bill Pushes Extension of Time to Enforce Securities Law Violations

On August 4, 2015, the Securities and Exchange Commission (the SEC) clarified a discrepancy in the interpretation of the securities laws regarding whether an individual who reports securities law violations must report misconduct to the SEC in order to constitute a “whistleblower,” who is entitled to protection under the anti-retaliation provisions in the 2010 Dodd-Frank […]

SEC Currently Examining Potential Changes To “Accredited Investor” Definition

Under Section 413(b)(2)(A) of the Dodd-Frank Act of 2010, the Securities and Exchange Commission (the “SEC”) is required to examine the definition of “accredited investor” under the Securities Act of 1933 (the “Securities Act”) every four (4) years to determine if it should be modified “for the protection of investors, in the public interest and […]

SEC Adopts Final Rule Lifting Ban On General Solicitation

The Jumpstart Our Business Startups Act enacted last year directed the Securities and Exchange Commission (the “SEC”) to remove the ban on general solicitation and general advertising for private offerings of securities made under Rule 506 of Regulation D.  On July 10, 2013, the SEC finally adopted amendments to Rule 506 which permits issuers to […]

Benefits of Quotation on the OTC Markets in lieu of Exchange Act Registration

The public securities markets are a useful source of capital and liquidity for issuers and their security holders.  Many issuers access the public securities markets by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”) and listing their securities on a national securities exchange such as the NASDAQ Stock […]

SEC Approves PCAOB Auditing Standard No. 16, Communications with Audit Committees

The Public Company Accounting Oversight Board (“PCAOB”) adopted , Communications with Audit Committees, which supersedes the interim standards of AU sec. 380, Communication with Audit Committees, and AU sec. 310, Appointment of the Independent Auditor.  Auditing Standard No. 16 is intended to improve audits by enhancing the relevance, timeliness and quality of communications between auditors […]

SEC Releases Final Rules On Compensation Committee Independence And Compensation Advisers

On June 27, 2012, the Securities and Exchange Commission published new Rule 10C-1 under the Securities Exchange Act of 1934 to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.  Section 952 added Section 10C to the Exchange Act, which requires the SEC to adopt rules to direct the […]

SEC Adopts Amendments To Accredited Investor Standards To Implement Requirements Of Section 413(A) Of The Dodd-Frank Act

The United States Securities and Exchange Commission recently adopted amendments to the Accredited Investor Standards in its rules under the Securities Act of 1933 to implement the requirements of Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Section 413(a) requires the definition of “accredited investor” in the Securities Act of 1933 […]