No Summer Vacation at the SEC

Dear blogees: Unlike the Supreme Court, Congress and the Iraqi Assembly, the Securities and Exchange Commission is in full mode this summer. On August 3, the SEC at last released the final installment of its six proposal response to the recommendations of their Advisory Committee on Smaller Public Companies. Release 33-8828, entitled "Revisions of Limited Offering Exemptions in Regulation D," is now available on the SEC website. We are reviewing it, but the primary purpose is to create a new type of "super-accredited" investor, and allow companies to engage in limited tombstone-like advertising and solicitation solely to these individuals or entities with greater income or investment assets.

Separately, more comments are arriving to the Rule 144 proposal. Former top SEC lawyer Dave Lynn's new boss Jesse Brill at The Corporate Counsel has weighed in, along with another law firm (or as Johnny Carson used to say, "on another network"). I assume as the dog days of August drag on, there will be many more thoughts posted.

Based on a completely unscientific poll (i.e. judging by activity in our law office), many in the deal community have moved forward assuming the proposals will likely be adopted essentially as written, which in my opinion is probably a safe assumption. Reverse merger and APO deals are picking up and moving forward, this despite the stock market woes of recent days, reinforcing my long-held belief that RM deals are not generally market-sensitive. We'll see more reliable data when The Reverse Merger Report provides its third quarter numbers in a few months.