Posts from Bryan Pitko

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


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


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


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