More About the Effectiveness of Section 413(a)
Yesterday, I wrote about the Compliance & Disclosure Interpretation (“C&DI”) issued last week by the staff of the SEC’s Division of Corporation Finance. In the C&DI, the staff clearly...
View ArticleA Brief Rumination On Metaphysics, Trusts and Accredited Investors
I know that the practice of law requires a bit of abstract thinking. However, sometimes this abstract thinking takes a sharp turn into the metaphysical, if not the absurd. One such example is the SEC...
View ArticleRule 134 And Suitability Disclosure
Recently, I came across the following Compliance and Disclosure Interpretation (C&DI) issued by the Division of Corporation Finance at the Securities and Exchange Commission: 510.04 Although...
View ArticleNew Rule 506 C&DI’s Require Some Explaining
Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to...
View Article“Kid, Did You Ever Go To Court?”
In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that disqualification under Rule 506(d)(1)(v) is “triggered only by orders to...
View ArticleWhy The SEC’s Pre-Existing Relationship Test Is The Mirror Image of California’s
One significant condition to California’s limited offering exemption is that all purchasers have a “pre-existing relationship”: All purchasers either have a preexisting personal or business...
View ArticleSEC Staff Declares Performance History Is Not Factual
The Securities and Exchange Commission staff recently issued a series of additional Compliance and Disclosure Interpretations with respect to what might constitute a “general solicitation” under...
View ArticleDid The SEC Staff Bypass The APA In Issuing New And Revised Non-GAAP...
Earlier this week, the staff of the SEC’s Division of Corporation Finance issued several new, and rewrote several existing, Compliance and Disclosure Interpretations (“C&DIs”) relating to Non-GAAP...
View ArticleThe SEC’s Sorcerer’s Stone – Changing EBITDA From A Performance Measure Into...
Recently, Broc Romanek hosted another one of his excellent webcasts. This one covered the SEC’s Division of Corporation Finance’s recent issuance of several new and modified Compliance &...
View ArticleDoes Placing Non-GAAP Financial Measures First Violate The Law?
Yesterday’s post discussed the SEC staff’s recently announced position that Item 10(e)(1)(A) of Regulation S-K requires that issuers disclose comparable GAAP financial measures before non-GAAP...
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