Publications
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07.11.2013JOBS Act: SEC Adopts Rules to Permit General Solicitation and Advertising for Private OfferingsUpdatesWhen enacted on April 5, 2012, Title II of the Jumpstart Our Business Startups Act of 2012 (JOBS Act) endeavored to lift the long-standing ban on general solicitation and advertising for private securities offerings under Rule 506 and Rule 144A, so long as the securities are sold only to accredited investors under Rule 506 or qualified institutional buyers (QIBs) under Rule 144A.
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09.10.2012JOBS Act: SEC Proposes Rules Allowing General Solicitation and Advertising for Private Offerings and Sales of Securities Under Rule 506 and Rule 144AUpdates
The SEC recently issued long-awaited proposed rules to remove existing general solicitation and advertising prohibitions for private offerings and sales of securities under Rule 506 and Rule 144A under the Securities Act of 1933, as amended. These proposed rules implement Section 201(a) of the Jumpstart Our Business Startups Act (JOBS Act) enacted earlier this year. The SEC's proposed amendments leave intact the existing ability of a company to conduct a Rule 506 offering (under Rule 506(b)) without engaging in general solicitation or advertising.
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03.30.2012JOBS Act Heralds New Era for Startup and Emerging Growth Company FinancingUpdatesAs forecast, on March 27 the U.S. House passed the Senate's amended version of the Jumpstart Our Business Startups Act (the JOBS Act), clearing the way for President Obama to sign the bill into law, which he is expected to do in the coming days.
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09.16.2011Proxy Access Update: Remaining SEC Shareholder Proposal Rules Will Become Effective for 2012 Proxy SeasonUpdatesThe SEC recently announced that it will not seek a rehearing or Supreme Court review of the decision by the U.S. Court of Appeals for the D.C. Circuit vacating SEC Rule 14a-11 on proxy access, which would have required companies subject to the Exchange Act’s proxy rules to include in their proxy materials shareholder nominees for the board of directors in some circumstances.
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07.26.2011D.C. Circuit Court Vacates Securities and Exchange Commission Proxy Access RuleUpdatesOn July 22, 2011, the U.S. Court of Appeals for the D.C. Circuit issued its highly anticipated opinion in the challenge to SEC Rule 14a-11 brought by the Business Roundtable and the U.S. Chamber of Commerce. Rule 14a-11 would have required companies subject to the Exchange Act’s proxy rules to include in their proxy materials shareholder nominees for director who met specified conditions. In the strongly worded opinion, written by Judge Ginsburg, the court vacated Rule 14a-11, characterizing the SEC proxy access rule as “arbitrary and capricious” and stating that the SEC had failed “adequately to assess the economic effects” of Rule 14a-11. The court did not address the constitutional challenges raised by the plaintiffs under the First Amendment.
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12.07.2010The Financial Reform Act: Flurry of SEC Rulemaking Offers Potential Answers for Advisers to Private FundsUpdatesOn November 19, 2010, the Securities and Exchange Commission released two companion releases proposing new rules related to registration requirements for investment advisers to private funds, including hedge funds, private equity funds and other pooled investment vehicles.
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11.23.2010The Financial Reform Act: SEC Proposes a Definition of “Venture Capital Fund” for Purposes of ExemptionsUpdatesOn November 19, 2010, the Securities and Exchange Commission proposed a new rule, based on requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, defining “venture capital funds” for purposes of exempting advisers to these funds from registering under the Investment Advisers Act of 1940.
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09.24.2010Investment Advisers, Take Note! Amendments to Form ADV Part 2 and Other Changes Resulting From the Financial Reform Act are ImminentUpdatesOn July 28, 2010, the Securities and Exchange Commission adopted amendments to Part 2 of Form ADV, the form used by investment advisers to register with the SEC and state securities regulators. These amendments are effective for filings made on or after October 12, 2010. Also affecting advisers are changes made as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Financial Reform Act, which President Obama signed into law on July 21, 2010. Both the SEC's recent action and the Financial Reform Act make a variety of changes to the Investment Advisers Act of 1940.
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08.26.2010Three + Three = Proxy Access for 2011: SEC Approves Rule Amendments, Generally Effective for the 2011 Proxy Season, to Allow Shareholders Right to Nominate DirectorsUpdatesAt yesterday's open meeting of the Securities and Exchange Commission (SEC), a split Commission approved rule amendments to permit shareholders to nominate directors for corporate boards.
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07.26.2010The Financial Reform Act: Financial Reform Legislation Imposes New Requirements on Banks and Other Financial InstitutionsUpdatesOn July 21, 2010, President Barack Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, declaring the Financial Reform Act to contain "the strongest consumer financial protections in history."
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07.21.2010The Financial Reform Act: Financial Reform Legislation Imposes New Requirements on Private Funds and Their AdvisersUpdatesOn June 30, 2010, the House of Representatives approved the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, a comprehensive and expansive set of financial reforms widely thought to be the toughest changes to financial regulation in the United States since the Great Depression.
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2009 - 2010Financial Services BulletinUpdatesWith the recent flurry of legislative activity focused on reform of the regulatory framework for financial institutions and the financial markets, the Perkins Coie Financial Services Practice is pleased to bring you the Financial Services Bulletin. This bulletin highlights recent legislative activity impacting financial services and financial institutions. The group plans to publish future bulletins as new legal developments are announced.
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09.24.2009The Consumer Financial Protection Agency Act of 2009: Welcome to the World of Financial Services Regulation!UpdatesThis month, Congress will begin to address the proposed Consumer Financial Protection Agency Act of 2009, known as the CFPAA, which is one piece of the dramatic financial regulatory reform that Barney Frank, Chairman of the House Financial Services Committee, introduced in July 2009.
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06.23.2009Ready or Not? Widespread Regulation of Hedge Funds and Other Private Pools of Capital Could Be ComingUpdatesThe Obama Administration has proposed sweeping new regulations that would overhaul the U.S. financial regulatory system, including a proposal published June 17, 2009 that would require investment advisers of hedge funds and other private pools of capital whose assets under management exceed some unspecified, but modest, threshold to register with the Securities and Exchange Commission under the Investment Advisers Act of 1940.
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03.11.2009The SEC Speaks in 2009: Our Top TakeawaysUpdatesIn February 2009, at the annual SEC Speaks conference in Washington, D.C., senior staff of the U.S. Securities and Exchange Commission reviewed significant actions of the previous year and identified top priorities for the year to come. This update lists our top takeaways from the conference that may have an impact on your business.