September 25, 2017

Rule 147/Reg D CDIs: The Staff Giveth…and Taketh Away

Last week, Corp Fin tweaked a number of the Securities Act Rules CDIs to reflect the amendments to Rules 147 & 504, the repeal of Rule 505, & to make non-substantive changes that correct outdated references. It also gave the axe to several Reg D CDIs that do not directly relate to the SEC’s current rules.

Here’s the tally of CDIs that were substantively updated or withdrawn:

Section 257. Rules 503 and 503T– Filing of Notice of Sales
– CDI 257.08

Section 258. Rule 504 — Exemption for Limited Offerings and Sales of Securities Not Exceeding $5,000,000
– CDI 258.03
– CDI 258.04 (withdrawn)
– CDI 258.05
– CDI 258.06

Section 259. Rule 505 — Repealed, effective May 22, 2017
– CDIs 259.01 – 259.05 (withdrawn)

Section 260. Rule 506 — Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering
– CDI 260.02 (withdrawn)

Section 541. Rule 147 — Intrastate offers and sales
– CDI 541.02 (withdrawn)
– CDI 541.03

Section 659. Rule 505 – Exemption for Limited Offers and Sales of Securities Not Exceeding $5,000,000
– CDI 659.01 (withdrawn)

Corp Fin also made non-substantive changes to 22 Securities Act Rules CDIs. These CDIs don’t have updated dates – but are now marked by an asterisk (*) to indicate that they’ve been modified.

Check out this blog from Cydney Posner for more details on the CDIs with substantive changes.

Transcript: “Secrets of the Corporate Secretary Department”

We have posted the transcript for our popular webcast: “Secrets of the Corporate Secretary Department.”

Tomorrow’s Webcast: “Cybersecurity Due Diligence in M&A”

Tune in tomorrow for the webcast – “Cybersecurity Due Diligence in M&A” – to hear Andrews Kurth Kenyon’s Jeff Dodd, Lowenstein Sandler’s Mary Hildebrand and Cooley’s Andy Lustig discuss how to approach cybersecurity due diligence, and how to address and mitigate cybersecurity risks in M&A transactions.

John Jenkins