Securities and exchange commission

To use social media with minimum SEC risk, the company must educate investors so that they know such communications will always occur at a particular place and at least simultaneously with other outlets. This is done by a regular pattern of social media disclosure and links to other sources, such as SEC filings, showing the way. A company should not force investors to win a shell game, finding the nut of important information in Twitter this time, on Facebook the next time, and Instagram after that. Consistency, predictability, and transparency are key. Used this way, social media present an opportunity to communicate with investors in new ways, not a source of legal problems. … [Read more...] about Protect Your CEO’s Tweets and Posts from U.S. Securities Exchange Commission (SEC) Enforcement Action

Since the inception of the federal securities laws in the 1930s, a basic rule has been, absent registering with the Securities Exchange Commission (SEC) (and/or the state equivalent of the SEC), companies may not conduct general solicitations of the offerings of securities. This includes not making private placement memoranda or other offering documents on a company’s website. In 2012, Congress passed and the President signed the JOBS Act which instructed the SEC to create rules to allow general solicitation to accredited investors. … [Read more...] about Securities Exchange Commission’s (SEC) New General Solicitation Rules Are Here

One last thing to note is the SEC’s rules on integration of offerings remain in place. While the new rule did not go into detail, it can be assumed an issuer that begins a Rule 506(c) offering and makes a general solicitation, would then not be able to convert an unsuccessful offering into an effective standard private placement, and then may be out of the capital raising market for some time.  … [Read more...] about The Securities Exchange Commission (SEC) New General Solicitation Rules Are Here

The District Court found that the SEC has discretion over when and how to conduct its investigations, including the investigation of SIBL. Plaintiffs argued that even if the decision regarding the investigation was discretionary, the SEC abused its discretion when it stated, among other things, that the SIBL investigation had been referred to the National Association of Securities Dealers and the Texas State Securities Board when, in fact, it had not been. The court rejected this argument, finding that the FTCA clearly provides that the discretionary function exception applies even if the discretion involved is abused.  … [Read more...] about District Court Dismisses Class Action Suit Under Federal Tort Claims Act (FTCA) Against Securities Exchange Commission (SEC)

On March 12, the Securities and Exchange Commission voted to propose new rules that would enhance the oversight of registered clearing agencies that: (1) have been designated as systemically important by the Financial Stability Oversight Council and for which the SEC is the supervisory agency pursuant to the Clearing Supervision Act; (2) provide central counterparty services for security-based swaps or are involved in activities the SEC determines to have a more complex risk profile, where in either case the Commodity Futures Trading Commission is not the supervisory agency for such clearing agency (as defined in Section 803(8) of the Clearing Supervision Act); or (3) are otherwise determined to be covered clearing agencies by the SEC  (Covered Clearing Agencies). These proposed rules would establish more robust requirements for Covered Clearing Agencies and would apply the existing rules for all other registered clearing agencies. Entities operating pursuant to an exemption from … [Read more...] about Securities & Exchange Commission (SEC) Proposes Rules to Enhance Oversight of Clearing Agencies