August 12, 2013

SEC Chair: Rule 506 General Solicitation Permitted Without Complying With Pending Reg D Rules

As noted in this Latham & Watkins blog, SEC Chair White has written a letter to a House Subcommittee to not only indicate how many Staff hours went into the new Reg D proposals, but also to clarify this:

You also expressed concern that the issuance of the July 10th rule proposal may have created uncertainty among some issuers and market participants as to whether the new Rule 506(c) exemption, which permits general solicitation, can be used once it becomes effective. The Commission approved the adoption of Rule 506(c) on July 10, 2013, and the rule will be effective on September 23, 2013. Once effective, issuers will be able to rely on the Rule 506(c) exemption for securities offerings as long as they comply with the conditions of that exemption.

Issuers are not required to comply with any aspect of the Commission’s July 10th rule proposal until such time as the Commission may approve a final rule and such rule becomes effective. Should the Commission ultimately decide to adopt final rules, I expect these rules would consider the need for transitional guidance for ongoing offerings that commenced before the effective date of any final rules, as it did when it adopted the Rule 506(c) exemption.

I doubt that Corp Fin will issue a CDI addressing this topic since we now have this letter from the SEC Chair. It’s interesting to obtain guidance in this format – as it’s not a formal Commission document nor informal Staff guidance…

SASB Issues Sustainability Disclosure Standards for the Health Care Sector

Many are concerned about the SASB’s disclosure standards for their industry and have been writing in comments. As noted in this Cooley news brief, the SASB has issued sustainability disclosure standards for the health care industry…

Real World Corporate Governance

In this podcast, Professor Dave Larcker discusses his new eBook called “A Real Look at Real World Corporate Governance,” including:

– Why did you write this book?
– What are some of the major points made?
– What do you think might be controversial?
– Any surprises in the process of writing it?

Composition of Indices: SEC Issues Section 21(a) Report

Last week, the SEC issued this new Section 21(a) Report on composition of indices. Here’s my blog explaining what a Section 21(a) report is…

– Broc Romanek