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Posts from Bryan Pitko

Preliminary Planning for the 2018 Proxy Season

For those who want to start preparing for the 2018 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officers’ Questionnaires We are not aware of any regulatory changes that would require directors’ and officers’ questionnaires to be updated. Say-on-Pay Frequency Vote Rule 14a-21(b) requires... Read More

Topics: Public Companies and Securities

SEC Issues Additional Guidance on Voluntary Confidential Submissions for All Issuers

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As previously reported here, on June 29, 2017, the Division of Corporation Finance announced that it would accept draft registration statements from all issuers for nonpublic review. The Division’s initial announcement noted that the newly available nonpublic review for issuers outside of Emerging Growth Companies (EGCs) and foreign private issuers... Read More

Topics: Public Companies and Securities

SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

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The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most recent actions (available here), the SEC’s Enforcement Staff brought proceedings against certain shareholder activists and their affiliate for failing to properly disclose beneficial ownership... Read More

Topics: Litigation, M&A, Public Companies and Securities

Newest MNvest Crowdfunding Portal To Rely on Blockchain Technology

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An equity and debt based crowdfunding portal built on Blockchain technology is set to begin offering crowd-sourced financing opportunities to non-accredited investors under Minnesota’s MNvest crowdfunding legislation. Silicon Prairie Online is the second platform available for interstate crowdfunding under MNvest, following the approval of Venture Near’s crowd-funding portal by the... Read More

Topics: Blockchain Technology, Crowdfunding

New Corp Fin CDIs Clarify QIB Status for Rule 144A Offerings

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The SEC’s Division of Corporation Finance staff released 35 new Compliance and Disclosure Interpretations (C&DIs) (available here) on December 8th. Among numerous interpretations focused on issues applicable to foreign private issuers and offshore offerings under Regulation S were several C&DIs providing new interpretations of the SEC’s rules for determining qualified... Read More

Topics: Public Companies and Securities

New Tender Offer CDIs Issued by SEC’s Office of Mergers and Acquisitions

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The SEC’s Division of Corporation Finance staff issued seven Tender Offers and Schedules C&DIs on November 18th in relation to aspects of the tender offer rules under Regulations 14D and 14E. As administered by the Division’s Office of Mergers and Acquisitions (OM&A), these interpretations shed additional light on certain discrete... Read More

Topics: M&A, Public Companies and Securities