Is the Rule 415 Issue Still Relevant? (hint: yes)
By David Feldman at 1 July, 2007, 7:54 pm
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 [...]
Read More >>Why Listen to Me? S-4 May Work After All
By David Feldman at 19 May, 2007, 7:40 pm
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 [...]
Read More >>So how to do a primary offering and avoid 415?
By David Feldman at 1 March, 2007, 7:21 pm
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 [...]
Read More >>Preliminary Musings as to the New Rule 415 Regime – Now What?
By David Feldman at 29 January, 2007, 7:13 pm
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 [...]
Read More >>Summary of David Lynn's Comments Today on Rule 415
By David Feldman at 26 January, 2007, 7:11 pm
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 [...]
Read More >>Rule 415 – You Heard it Here First..well after Dow Jones..
By David Feldman at 25 January, 2007, 7:10 pm
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 [...]
Read More >>Rule 415 Guidelines – Stick a fork in it…
By David Feldman at 24 January, 2007, 7:08 pm
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 [...]
Read More >>Today's Rule 415 Update
By David Feldman at 16 January, 2007, 7:02 pm
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 [...]
Read More >>Top SEC Lawyer to Speak on Rule 415; Other Stuff
By David Feldman at 13 January, 2007, 7:00 pm
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 [...]
Read More >>My Meeting with the SEC on January 3 – More Good News on 415
By David Feldman at 4 January, 2007, 6:58 pm
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, [...]
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