Preliminary Musings as to the New Rule 415 Regime – Now What?

Here are some initial thoughts and humble suggestions as we all adjust to the “new normal” under 415 (remember our first reactions when Sarbanes-Oxley was passed?). Bottom line: it ain’t the greatest but the sky is indeed not falling and I believe the SEC is not trying to stop these transactions but rather to rein ...

Summary of David Lynn's Comments Today on Rule 415

Below is a memo just distributed by my partner Joe Smith, who attended the PIPE conference this morning: To: Clients and Friends of Feldman Weinstein & Smith LLP January 26, 2007 I just got back from listening to David Lynn, Chief Counsel of the SEC’s Corporation Finance Department, discuss the Staff’s new interpretation of Rule ...

Rule 415 – You Heard it Here First..well after Dow Jones..

At the San Diego PLI conference, SEC Corporation Finance Deputy Director Shelley Parratt was the first to announce the new internal registration guidelines this evening. The standard will be one-third of the non-affiliate stock, below which you’re probably OK, and above which they are very willing to entertain arguments that those seeking to register do ...

Rule 415 Guidelines – Stick a fork in it…

It’s done. As I understand it, the SEC staff has now completed their internal guidelines under Rule 415. I believe Marty Dunn will talk about it today in Chicago, and I understand there will be a meaningful media presence, so hopefully we’ll hear something even by tomorrow. Also, David Lynn, as previously indicated, is appearing ...

Tip of the Week – Beware Footnote 32

As mentioned in my book, a tiny footnote in the SEC’s rulemaking on reverse mergers in July 2005 essentially invalidated, in my mind, a large number of publicly trading shells. Sometimes a “company” (sometimes an actual tiny business and other times an entity alleging it is a start-up) completes an IPO or other going public ...

Today's Rule 415 Update

As of midday today, the internal guidance at the SEC has not yet been issued, but it is still anticipated imminently. As mentioned below, the hope is that David Lynn’s appearance on January 25 at a PIPE conference in NY will provide information. Also, Deputy Director of Corporation Finance Marty Dunn is speaking at Northwestern ...

Top SEC Lawyer to Speak on Rule 415; Other Stuff

David Lynn to Speak: At the PIPE conference in New York scheduled for January 25 and 26, the SEC’s Chief Counsel of Corporation Finance, David Lynn, has been confirmed to speak on the issues surrounding Rule 415. My partner Joe Smith is one of the speakers at this conference. Here is a link if you ...

My Meeting with the SEC on January 3 – More Good News on 415

Happy New Year to all! On Tuesday, January 3, 2007, I met with Martin Dunn, Deputy Director of the SEC’s Division of Corporation Finance (Corp Fin) and David Lynn, Chief Counsel of Corp Fin. Subject to signoff from their boss John White, the Director of Corp Fin, these two, with the assistance of other staffers, ...

Tip of the Week – Is a Self-Filing for You?

As described in detail in several chapters in my book, many have recently discovered the benefits of the so-called “self-filing” method of taking a company public. In this case, no IPO takes place, and no merger or combination with a shell is involved. Thus there is not even a reverse merger. The company is in ...