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Posts from Bryan Pitko

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

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