A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves into what the regulatory concerns are – and what the potential regulatory responses could be. Here’s an excerpt: “Regulatory concerns: Key concerns raised by the SEC in the …
The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters
Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the press release and the fact sheet. Comments are due 90 days from the concept release being published in the Federal Register. These two changes noted in the fact sheet highlight why …
Nine Lessons Learned From a Decade of Reg A Offering Stats
Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of qualifying private funds. The one that caught my eye was “Analysis of the Regulation A Market: A Decade of Regulation,” as it surveys 1400 Reg A offerings from 800 …
Where Do Corp Fin Directors Hail From?
As we await word as to who the next Corp Fin Director is, I thought it might be useful to investigate where these folks typically hail from. Below is an analysis of this list of Corp Fin Directors that I created long ago on TheCorporateCounsel.net. As you can see the bulk of the twenty Directors had served on the Staff in some capacity at a …
Securities Class Action Settlement Trends: Smaller Sizes and Smaller Players
Here are the key takeaways from a recent Cornerstone Research report that’s summarized in this Cooley “Securities Litigation & Enforcement” note from Brett De Jarnette and Ziwei Xiao:
Don’t Forget to Coordinate Your ‘EDGAR Next’ Enrollment for Mutual Insiders!
We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in EDGAR Next before it becomes mandatory in September. And, as we blogged about a few months back, some companies have been forced to use EDGAR Next already, since they …
Crypto Companies: “‘Come In and Register’ – Now With Directions”
Here’s the intro from this Cooley Alert penned by Derek Colla, Pang Lee, Rodrigo Seira, Joyce Wang and Will Pao: “For years, the Securities and Exchange Commission’s invitation to crypto companies sounded simple: “Come in and register.” But there was no map, no guide and no obvious way forward – only uncertainty and risk. That changed on April 10, when the SEC’s Division of Corporation …
Five Interesting Things From the “SEC Town Hall”
Recently, SEC Chair Paul Atkins posted his remarks delivered at an “SEC Town Hall.” Here are five things I found interesting:
The DOJ’s Policy Shift to Incentivize Self-Reporting
Earlier this week, the Department of Justice’s Criminal Division released four documents on corporate misconduct, whistleblowers, compliance monitors, and enforcement priorities that outline significant changes to the DOJ’s policies under the Trump Administration. These four documents are: As noted in this speech by the new head of the Criminal Division – Matthew Galeotti – the principal thrust is that the DOJ aims to incentivize self-reporting …
New Executive Order Seeks to Curb Overuse of Criminal Actions Brought By Federal Agencies
Last week, President Trump issued an executive order – entitled “Fighting Overcriminalization in Federal Regulations” – with the goal of curbing the use of criminal penalties otherwise imposed by federal regulations. The executive order argues that citizens can’t possibly know all of the federal regs out there, and that larger companies have an advantage because they can hire lawyers more easily than the average American. …