Tag: Rule 701

Highlights of the 2017 PLI Securities Regulation Institute

Summarized below are some of the highlights of the 2017 PLI Securities Regulation Institute panel discussions with the SEC staff (Michele Anderson, Wesley Bricker, Karen Garnett, William Hinman, Mark Kronforst, Shelley Parratt, Ted Yu), as well as a number of  former staffers and other commentators. Topics included the Congressional and SEC agendas, fresh insights into the shareholder proposal guidance, as well as expectations regarding cybersecurity, conflict minerals, pay ratio disclosure, waivers and many other topics.

Corp Fin posts new CDI regarding safeguards for electronic delivery of information under Rule 701

Yesterday, Corp Fin posted a new CDI 271.25 regarding permissible safeguards for protection of Rule 701(e) disclosures that are furnished electronically. You may recall that Rule 701—which provides an exemption from registration under the Securities Act for offers and sales to employees, directors and consultants under compensatory benefit plans and contracts—requires companies to deliver to the employee/investor a copy of the applicable benefit plan or contract, and, if the company sells, in any consecutive 12-month period, securities with a value in excess of $5 million, the company must deliver, a reasonable period of time before the date of sale, specified other information, including financial statements and information about the risks associated with the investment, much of which is likely to contain confidential or sensitive material. 

SEC Advisory Committee recommends changes to Rule 701

On Wednesday of last week, at the final meeting of the SEC Advisory Committee on Small and Emerging Companies (soon to morph into the Small Business Capital Formation Advisory Committee), the Committee heard a presentation on Rule 701, the exemption from registration typically relied on by private companies for equity compensation issued to employees, directors and consultants under compensatory benefit plans or contracts. At the conclusion of the presentation, the Committee resolved, as one of its final actions, to advise the SEC to adopt the presentation’s recommendations for changes to the Rule.

It’s baaaack — the Financial CHOICE Act of 2017

by Cydney Posner A draft of the Financial CHOICE Act of 2017 (fka version 2.0), a bill to create hope and opportunity for investors, consumers, and entrepreneurs — a masterpiece of acronyming — has just been released (and weighs in at 593 pages).   The bill, sponsored by Jeb Hensarling, Chair […]

Corp Fin issues new and revised CDIs on Rule 701 and Rule 144(d)

by Cydney Posner More new and revised CDIs from Corp Fin today.  This time, the CDIs address Rule 701 and the Rule 144(d) holding period.

Corp Fin issues new CDIs providing guidance on Rule 701 primarily in the merger context

by Cydney Posner Corp Fin has just issued some new CDIs providing guidance on Rule 701, with all but one of the CDIs addressing the application of Rule 701 in the context of merger transactions.  The new CDIs are summarized below:

The Financial CHOICE Act would dismantle a whole lot more in Dodd-Frank than just financial regulation

by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released, but an executive summary is available.  Most of the press attention has […]