News & Insights

15 News Results
April 13, 2011

Securities and Exchange Commission April 8, 2011 The SEC released a no-action letter allowing a 501(c)(3) tax-exempt microfinance charity to offer and sell certain notes without registration under the Securities Act or the Investment Company Act, and without qualification under the Trust Indenture Act. Cross References Securities Act Section 3(a)(4); Trust Indenture Act Section 304(a)(4)(A); Investment Company Act Section 3(c)(10)(A)(i)

April 10, 2014

The SEC's Division of Corporation Finance updated Section 141 of "Securities Act Rules: Questions and Answers of General Applicability." The updates pertain to questions 141.03, 141.04 and 141.05, which deal with Securities Act Rule 147 ("Part of an Issue," "Person Resident" and "Doing Business Within" for purposes of Section 3(a)(11)). See: Revised Question 141.03; New Question 141.04; New Question 141.05.

July 15, 2014

The SEC granted no-action relief to Klabin S.A., a Brazilian corporation that produces packaging paper, based on the registration exemption provided in Securities Act Section 3(a)(9) for any security exchanged by an issuer with existing security holders when no commission or other remuneration is paid or given for soliciting the exchange. The issues dealt with in the letter were (i) whether the issuer had paid any commission for soliciting the exchange and (ii) whether the issuer of the new securities was also the issuer of the outstanding securities. See: SEC No-Action Letter to Klabin

October 03, 2014

The SEC Division of Corporation Finance updated its Compliance and Disclosure Interpretations ("C&DIs") to discuss whether an issuer may use its own website or social media presence to offer securities in a manner consistent with Securities Act Rule 147 ("Part of an Issue", "Person Resident", and "Doing Business Within" for Purposes of Section 3(a)(11)), which provides an exemption for certain intrastate offerings by issuer (where the offerees are all residents in the same state as the issuer). See: SEC Compliance and Disclosure Interpretations.Related news: SEC Updates Compliance and

September 23, 2015

The SEC Advisory Committee on Small and Emerging Companies considered (i) recommendations related to intrastate crowdfunding; (ii) the treatment of so-called "finders" that assist companies in capital-raising activities; and (iii) improving public company disclosure. In her remarks, Chair Mary Jo White noted the efforts of the SEC Division of Corporation Finance to actively consider ways to improve Securities Act Rule 147 ("'Part of An Issue,' 'Person Resident' and 'Doing Business within' for Purposes of Section 3(a)(11)"), which is the "safe harbor that issuers generally rely on for