TheCorporateCounsel.net

Over the course of just the past month, we have observed the SEC pivot to an agenda that is particularly focused on capital raising matters. In the past month, the SEC Staff has issued the following guidance:

– On March 3, the Staff enhanced the accommodations available to companies seeking confidential review of draft registration statements;

– On March 12, the Staff issued new guidance and an interpretive letter addressing what the Staff views as an acceptable process for verifying “accredited investor” status in a Rule 506(c) offering; and

– On March 20, the Staff revised its position on the information that is required to be included in a non-automatically effective registration statement on Form S-3 filed during the period between when a company files its Form 10-K and its proxy statement, permitting registration statements to be declared effective during that period.

This Staff guidance is no doubt an opening salvo in efforts to be undertaken by the Commission and Congress to encourage capital raising by both public and private companies. The developments make it a particularly good time to attend the SEC’s 44th Annual Small Business Forum, which is taking place next Thursday, April 10 at the SEC’s headquarters in Washington DC. Those who are not able to attend in person will be able to tune into a webcast of the program. The full agenda for the program is now available and features a wide range of topics relevant to capital-raising by smaller companies. As Meredith recently noted, the SEC is asking the public to register in advance and submit suggestions ahead of the Forum.

I am honored to be speaking at the program this year, on a panel titled: “Small Cap Playbook: Entering and Advancing in the Public Market Arena.” It promises to be an interesting discussion of the opportunities and challenges faced by smaller companies seeking to raise capital in public markets. I hope that you can join me at this year’s program!

– Dave Lynn