Is the Rule 415 Issue Still Relevant? (hint: yes)

Some are wondering if the new Rule 144 proposals, in particular shortening the holding period before being able to sell without registration in most cases to six months, essentially moot the entire Rule 415 brouhaha. The short answer: well yes and no. There is no question that shortening the Rule 144 holding period will meaningfully ...

Why Listen to Me? S-4 May Work After All

So…..we have done further research following our initial view that S-4 may not be an appropriate form to register shares to be issued in a reverse merger as a primary registration and method possibly to avoid the 415 concerns on a resale under certain circumstances. Sometimes, well you just don’t need to see the sausage ...

So how to do a primary offering and avoid 415?

As we have researched the matter further and consulted with experts, and while none of this constitutes legal advice (consult your lawyer, hopefully me!), here are some additional thoughts on turning secondary offerings into primary offerings so as to lawfully avoid the limitations on the number of shares to be registered under the SEC’s new ...

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 ...

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, ...