My ABA Panel: Part IV – Dodd Bill's Treatment of Rule 506 Preemption: Off the Table?

You may recall from prior blog posts that the bill that Sen. Chris Dodd’s Banking Committee passed, known as the Restoring American Financial Stability Act of 2010, contained a provision authorizing the SEC to designate a class of securities as not “covered securities” (which are exempt from state securities regulation) if an offering is not ...

My ABA Panel: Part III – Is the PCAOB Unconstitutional?

Many of us attending my American Bar Association panel last Friday had not been aware that a case has been pending before the US Supreme Court questioning whether the Public Company Accounting Oversight Board is constitutionally created. Arguments took place last December, and a panelist employed by the PCAOB was joking as to whether she ...

My ABA Panel: Part II – Sarbanes 404(b) Relief?

As you know from this space, we have been trying to keep tabs on Congressional activity regarding securities industry reform. Recall that the House passed the Wall Street Reform and Consumer Protection Act of 2009 in December. In the Senate, Chris Dodd’s Banking Committee has passed the Restoring American Financial Stability Act of 2010, which ...

My ABA Panel: Part I – Simplified State Filing of Form D

For the fourth consecutive year, I was honored to be invited to join a panel of distinguished speakers at the American Bar Association Section of Business Law conference, this year in Denver. I got out of there just in time as they were expecting snow last night! The topic of our panel: current securities law ...

Tip of the Week: Choosing the Right Auditing Firm

If you are going public and your financial statements have never been audited by an independent accounting firm, in most cases you have to hire a firm to perform this audit. Usually it covers the last two full fiscal years. The auditing firm must be both registered with the US Public Company Accounting Oversight Board ...

Dow 11,000….Nice!

The Dow Jones Industrial Average closed above 11,000 for the first time since September 2008 yesterday. We’ve come a long way. Last night I was watching the cable show Mad Men, and a TV report in that early 1960s show was talking about the Dow “surging” almost two points that day. The market is back. ...

Tip of the Week: Derivatives in Shells

Sometimes a shell contains previously issued options, warrants or other securities that have the right to convert or exercise into common stock. These “derivative” securities have many valuable purposes in normal operating businesses. Typically these securities are exercisable or convertible at a price that is much higher than the stock is trading at on the ...

SEC Encourages Non-Toxic PIPEs with Rule 415 Interpretation 1

The PIPEs Report, in its newest issue out today, has confirmed that the SEC has moved more and more towards allowing a larger percentage of a public issuer’s public float to be registered for public resale following a PIPE, so long as the PIPE does not have so-called “toxic” features. For those who have been around awhile, ...