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Posts from Bryan Pitko

Four Eye-Opening New C&DIs Issued by the SEC’s Division of Corporation Finance

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The SEC’s Division of Corporation Finance released four new compliance and disclosure interpretations (C&DIs) on November 17th addressing aspects of offerings under Regulation A and Regulation D.  The staff’s new interpretations clarify the requirements for post-qualification amendments to offering statements under Regulation A, extend the same accommodations available to EGCs... Read More

Topics: Public Companies and Securities

SEC Staff Allows Exclusion of “Fix Proxy Access” Proposal under (i)(10)

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In a recently issued no-action letter, the staff of the SEC’s Division of Corporate Finance allowed a company to exclude a shareholder proposal seeking specific changes to the company’s existing proxy access bylaw.  According to the November 4th letter,  Oshkosh Corporation successfully argued that it had substantially implemented a shareholder... Read More

Topics: Public Companies and Securities

The SEC’s Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

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Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely receive two competing proxy cards from the company and the activist... Read More

Topics: Public Companies and Securities

New SEC Rules for Intrastate and Regional Securities Offerings

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The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule 504 of Regulation D to facilitate regional securities offerings by increasing the maximum amount of securities... Read More

Topics: Crowdfunding, Public Companies and Securities

Corp Fin Issues Three New and Revised Interpretations of the Securities Act Rules

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On October 19th, the Division of Corporation Finance released three new and revised Compliance and Disclosure Interpretations (C&DIs) concerning the Securities Act. Revised C&DI 271.04 and new C&DI 271.21 relate to exempt offerings and sales of securities under Rule 701 of the Securities Act while revised C&DI 532.06 relates to the... Read More

Topics: Public Companies and Securities

SEC’s Proposed Rules for Expedited Settlement May Impact Long-Standing Exception for Firm Commitment Offerings

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The SEC has agreed to propose rules that would shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (also known as T+3 settlement) to two business days after the trade date (also known as T+2 settlement). Proponents of shortening the settlement period... Read More

Topics: Broker-Dealer, Public Companies and Securities

Preliminary Planning for the 2017 Proxy Season

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For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire Nasdaq has adopted a rule requiring disclosure of director “golden leash” compensation arrangements. Nasdaq listed issuers may wish to revise their directors’ and officers’... Read More

Topics: Public Companies and Securities

Recent SEC Enforcement Actions Prompt Consideration of Whistleblower Carve-outs

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The recent settlement of SEC enforcement actions concerning the Dodd Frank Act’s whistleblower provisions are prompting companies and their counsels to evaluate current and prospective severance and confidentiality agreements for language that could be viewed as restricting an individual’s ability to communicate with the SEC about possible securities law violations... Read More

Topics: Employment, Litigation, Public Companies and Securities