Updates – TFFUSLIL

Updates | 14 Dec 2016

SEC Issues New C&DI on Electronic Procedures under Regulation S, Rule 903. On December 8, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued a new Compliance and Disclosure Interpretation number 277.05 relating to electronic procedures (the “C&DI”). The C&DI is directly relevant to the Forum’s involvement in canvassing market views on the London Stock Exchange’s implementation of ...

Updates | 6 Dec 2016

SEC Issues New C&DI on Regulation D. On November 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued a new compliance and disclosure interpretation (“C&DI”) addressing certain provisions of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”). C&DI 256.34 involves a fact pattern in which an issuer conducted ...

Updates | 19 Oct 2016

Electronic Settlement for US Regulation S, Category 3 Securities Trading on the London Stock Exchange. We are delighted that the Forum was “Highly Commended” at the Financial Times Innovative Lawyers 2016 Awards this month (5 October 2016) for project-managing the London Stock Exchange’s roll-out of electronic settlement for US Regulation S, Category 3 equity securities (“Regulation S, Category 3 Securities”) in accordance with EU regulations and in compliance with US ...

Updates | 17 Jun 2016

Regulation Crowdfunding Becomes Effective and the SEC Releases Related C&DIs. On May 16, 2016, Regulation Crowdfunding became effective. Ahead of this effective date on May 13, 2016, the U.S. Securities and Exchange Commission (the “SEC”) released a new set of Regulation Crowdfunding Compliance and Disclosure Interpretations (“C&DIs”) addressing, among other topics, public communications, investment limitations and balance sheet disclosures for recently formed issuers. View Update

Updates | 4 Apr 2016

NYSE Manual is Amended to Require Foreign Private Issuers to Report Semi-Annually. On February 5, 2016, the New York Stock Exchange LLC (“NYSE”) made a filing with the Securities and Exchange Commission (“SEC”) for a proposed rule change amending the NYSE Listed Company Manual (the “Manual”) to adopt a requirement that NYSE-listed foreign private issuers must, at a minimum, submit a Form 6-K to the SEC containing ...

Updates | 31 Mar 2016

SEC Enforcement Results and Trends for 2015 and Outlook for 2016. In recent years, the Securities and Exchange Commission (the “SEC”) has been vocal about its heightened policing efforts. Recently SEC Chair, Mary Jo White, has emphasized that “aggressive enforcement against wrongdoers who harm investors and threaten our financial markets remains a top priority, and we brought and will continue to bring creative and important enforcement ...

Updates | 15 Feb 2016

SEC Soliciting Comments on Proposed Increased Regulation of certain Alternative Trading Systems, including Dark Pools. On November 18, 2015, the U.S. Securities and Exchange Commission (the “SEC”) announced that it had “voted to propose rules to enhance operational transparency and regulatory oversight of alternative trading systems (“ATSs”) that trade stocks listed on a national securities exchange . . . , including ‘dark pools’.” Dark pools are ATSs which allow off-exchange ...

Updates | 3 Feb 2016

Implications of the FAST Act to Foreign Private Issuers. On December 4, 2015, the Fixing America’s Surface Transportation Act (“FAST Act”) was enacted. Although the FAST Act is aimed principally at facilitating highway and transit projects, it includes several U.S. securities law-related provisions, primarily amendments to the Jumpstart Our Business Startups Act (“JOBS Act”). A summary of the FAST Act’s key U.S. securities law-related ...

Updates | 27 Nov 2015

SEC Guidance on Online Private Placements and General Solicitation under Regulation D. In mid-2015, Citizen VC, Inc. (“Citizen VC”), an online venture capital firm offering securities, requested no-action relief from the U.S. Securities and Exchange Commission (the “SEC”). In granting the no-action request, the SEC clarified procedures that can be used to establish a pre-existing, substantive relationship with investors so as to avoid “general solicitation and general ...

Updates | 9 Nov 2015

Regulation Crowdfunding – the SEC adopts Final Rules for U.S. companies. On October 30, 2015, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules under Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”) permitting individuals to invest in U.S. companies via securities-based crowdfunding pursuant to Section 4(a)(6) of the U.S. Securities Act of 1933, as amended (the “Securities Act”) (“Regulation ...

Updates | 3 Sep 2015

Regulation S, Category 3 Securities Trading on the London Stock Exchange Can Now Settle Electronically In Compliance With The EU CSDR. On August 2014, Article 3(2) of the EU Regulation on Central Securities Depositories (“CSDR”) was enacted. This provision indirectly mandates change to the London Stock Exchange’s (the “Exchange”) rules in that it requires that all securities on EU trading venues must be recorded in electronic (i.e. book-entry) form in a Central Securities Depository (“CSD”). The ...

Updates | 6 Jul 2015

SEC Charges Private Equity Firm with Misallocating Broken Deal Expenses in Breach of Fiduciary Duty. On June 29, 2015 the Securities and Exchange Commission (the “SEC”) charged New York based private equity firm, Kohlberg Kravis Roberts & Co. (“KKR”) with a misallocation of certain expenses in breach of its fiduciary duty. View Update: http://us6.campaign-archive1.com/?u=ffc2638a0f18d7cae15bbc4e5&id=436303e245

Updates | 12 May 2015

Electronic settlement for US Regulation S, Category 3 securities extended until 1 September 2015. The London Stock Exchange (the “Exchange”) has yesterday announced an extension of the 1 June 2015 deadline for the electronic settlement of Regulation S, Category 3 securities to 1 September 2015. As such, the Exchange will remove the exclusion of “Regulation S, Category 3” securities from its Rule 5025 at that time, rather than on ...

Updates | 11 May 2015

Accredited Investor Definition: Recommendations made by the SEC Advisory Committee on Small and Emerging Companies. Several weeks ago, the Advisory Committee on Small and Emerging Companies (the “Committee”) of the Securities and Exchange Commission (the “SEC”) set forth its rather limited recommendations regarding the definition of Accredited Investor (“AI”) as it applies to natural persons as found in Rule 501 under the Securities Act of 1933, as amended. In ...

Updates | 27 Mar 2015

Dark Pools face an increase in SEC Enforcement Actions. Dark pools are alternative trading systems (“ATS”) which allow off-exchange trading of securities for institutional investors. While any trades can be executed on a dark pool, they are typically used for block trades and are not accessible to the general public; trades on dark pools are executed anonymously and they do not display price quotes ...

Updates | 17 Feb 2015

Impact of SEC Social Media Regulation and Cyber Disclosure. Please find below a U.S. securities law update on: 1) market developments in the SEC’s regulation of social media; and 2) the Willis Fortune 500 Cyber Disclosure Report. The Forum’s alerts are intended to keep you up to date with recent legal news relevant to a capital markets practice in the London and international markets. ...

Updates | 17 Feb 2015

SEC Obtains Preliminary Injunction in Foreign-based Fraud Case. A recent case involving the Securities and Exchange Commission provides evidence of the SEC’s willingness to use enforcement resources to pursue foreign-based frauds that touch upon US jurisdictional means. In Litigation Release No. 22673 issued on April 16, 2013, the Securities and Exchange Commission petitioned the District Court for the Northern District of Georgia for ...

Updates | 17 Feb 2015

SEC FAQs on Rule 15a-6 and Foreign Broker-Dealers. Recently, a set of Frequently Asked Questions (FAQs) was released by the staff of the Securities and Exchange Commission’s Division of Trading and Markets regarding Rule 15a-6 and foreign broker-dealers. Rule 15a-6 under the Securities Exchange Act of 1934 provides conditional exemptions from broker-dealer registration (including chaperoning) for foreign broker-dealers that engage in certain specified ...

Updates | 6 Feb 2015

SEC Issues updated Compliance & Disclosure Interpretations, including with respect to Rule 905 of Regulation S. In late January, the U.S. Securities and Exchange Commission (the “SEC”) issued updated Compliance and Disclosure Interpretations (“CD&I”), including with respect to Rule 905 of Regulation S. See the full CD&I here. Rule 905 of Regulation S provides that equity securities of domestic issuers acquired through a transaction under Rule 901 or Rule 903 are ...

Updates | 30 Nov 2013

SEC Issues New Guidance on Rule 144A and New Rule 506(c). On November 13, 2013, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) issued eleven new Compliance and Disclosure Interpretations (“C&DIs”) relating to Rule 144A and the new Rule 506(c) of Regulation D (“Rule 506(c)”) under the U.S. Securities Act of 1933 (the “Securities Act”). These C&DIs help to clarify ...

Updates | 14 Mar 2013

Forum Alert / SELECT HIGHLIGHTS OF THE PRACTICING LAW INSTITUTE’S “SEC SPEAKS” CONFERENCE. The Forum for US Securities Lawyers in London (the “Forum”) attended the PLI’s SEC Speaks conference in Washington, DC on Feb 22-23, 2013. The forum update highlights a few key topics from the conference. While we hope these highlights are informative, we encourage you to attend the SEC Speaks conference next year in person or ...

Updates | 12 Dec 2012

Guide to US Foreign Corrupt Practices Act Released. Guide to Foreign Corrupt Practices Act Released by the Securities and Exchange Commission and the US Department of Justice.

Updates | 10 Apr 2012

Overview of Important US Securities Law Related Federal Court Cases in 2011/12 (April 3, 2012). Overview of Important US Securities Law Related Federal Court Cases in 2011/12 View Update

Updates | 28 Jun 2010

Extraterritorial reach of Section 10(b) and Rule 10b-5 Liability: Supreme Court Ruling in Morrison v. National Australia Bank Limited (June 28, 2010). This update is a summary for general information only. It is not a full analysis of the matters presented and should not be relied upon as legal advice.

Updates | 1 Dec 2009

Proposed Repeal of TEFRA C and D (December 01, 2009). On October 27, 2009, the Foreign Account Tax Compliance Act of 2009 (the “Bill”) was introduced by Senate Finance Committee Chairman Max Baucus, Senator John Kerry and Congressmen Charlie Rangel and Richard Neal. The Bill is comprised of numerous proposals designed to combat US tax evasion. The focus of this note is on the proposed ...

Updates | 19 Sep 2008

US Securities and Exchange Commission Halts Short Selling of Financial Stocks to Protect Investors and Markets (September 19, 2008). US Securities and Exchange Commission Halts Short Selling of Financial Stocks to Protect Investors and Markets

Updates | 28 Aug 2008

SEC votes unanimously to modernize the disclosure requirements for foreign private issuers (August 28, 2008). The US Securities and Exchange Commission votes unanimously to modernize the disclosure requirements for foreign private issuers.

Updates | 14 Feb 2008

Foreign Issuer Reporting Enhancements (February 14, 2008). SEC Proposes Changes Affecting Foreign Private Issuers.

Updates | 19 Nov 2007

Rules 144 and 145 and Elimination of Reconciliation Requirement to U.S. GAAP for IFRS-Reporting Foreign Private Issuers (November 19, 2007). SEC Revisions to Securities Act Rules 144 and 145 and Elimination of Reconciliation Requirement to U.S. GAAP for IFRS-Reporting Foreign Private Issuers

Updates | 19 Nov 2007

Rule 144 and Rule 145 under the Securities Act (November 19, 2007). SEC Revisions to Securities Act Rules 144 and 145 and Elimination of Reconciliation Requirement to U.S. GAAP for IFRS-Reporting Foreign Private Issuers

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