During the previous quarter, the SEC acted to expand the number of companies that may rely on the “smaller reporting company” scaled disclosure regime and Congress directed revisions to the Regulation A+ and Rule 701 exemptions. The SEC also took enforcement action on a major cybersecurity breach, reinforcing its recent interpretive guidance on the subject. The director of the SEC Division of Corporation Finance also spoke on how blockchain assets may or may not constitute securities, and the 9th Circuit created a circuit split related to securities litigation after a tender offer.
Capital Markets & Public Companies Quarterly: Expanding Relief under Smaller Reporting Company, Reg A+ and Rule 701, SEC Enforcement of Cybersecurity Disclosures and Other News
By Eric Orsic, Gary Emmanuel, Heidi J. Steele, Mark J. Mihanovic, Robert H. Cohen, Thomas P. Conaghan, Thomas J. Murphy and William Hadler on August 2, 2018
Posted In Executive Compensation
Tags: Anti-Fraud Provisions, Blockchain Token Sales, cybersecurity disclosures, Director Hinman, Economic Growth Regulatory Relief and Consumer Protection Act, Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure, MD&A disclosure, public float, Regulation A+, Rule 10b-5, Rule 701, SEC, Securities Act of 1933, Securities Exchange Act of 1934, smaller reporting company, SRC, US Securities and Exchange Commission
Eric OrsicEric Orsic is the co-head of the Firm’s Capital Markets and Public Companies Practice Group. Eric advises clients in the areas of mergers and acquisitions, and securities transactions and compliance. He works with publicly and privately held companies to structure and negotiate business acquisitions/dispositions. His public company transactional experience includes public equity and debt offerings, tender offers and going-private transactions. Read Eric Orsic's full bio.
Gary EmmanuelGary Emmanuel focuses his practice on corporate securities matters. With over 15 years of experience, Gary represents both domestic and foreign companies that are navigating the process of capital raising, including initial public offerings, registered direct offerings, follow-on offerings, private placements, private investment in public equities (PIPEs) and bridge financings. Gary has worked extensively with biotechnology and other life science companies, both as company counsel and as underwriter's counsel. Read Gary Emmanuel's full bio.
Heidi J. SteeleHeidi J. Steele Focuses her practice on corporate securities, mergers and acquisitions of public and private companies and corporate counseling. She has extensive experience in public and private equity and debt financings, compliance with disclosure and regulatory requirements, tender offers and mergers, acquisitions and dispositions. She advises public and private corporations on a variety of matters, including securities compliance. Read Heidi Steele's full bio.
Mark J. MihanovicMark J. Mihanovic, head of the Firm’s California Corporate group and head of the Firm's Emerging Companies/Venture Capital group, focuses his practice primarily in the areas of corporate finance and mergers and acquisitions. He represents companies in a broad range of industries, with a particular emphasis on technology, life science and health care companies. Mark serves as corporate liaison partner in the Firm’s strategic alliance with MWE China Law Offices based in Shanghai. Read Mark Mihanovic's full bio.
Robert H. CohenRobert (Bob) H. Cohen focuses his practice on transactional and securities work for a broad range of clients. He counsels clients on initial and follow-on public offerings, special-purpose acquisition (SPAC), at-the-market (ATM) and off the shelf offerings, registered direct and private investment in public equity (PIPE) financings, private placements, bridge financings and equity lines, and related transactions. Bob also has extensive experience in the areas of mergers and acquisitions, joint ventures, 1933 and 1934 representation, and licensing and distribution arrangements. Read Robert Cohen's full bio.
Thomas P. ConaghanThomas (Tom) P. Conaghan represents public and private companies, underwriters and other sources of capital, corporate boards and board committees, and corporate executives. He advises US- and foreign-based public companies on issues relating to mergers and acquisitions (M&A), joint ventures, strategic investments, spin-offs, public and private offerings of securities (including initial public offerings (IPOs)), disclosure, Securities and Exchange Commission (SEC) reporting, corporate governance, executive compensation, and the stock exchange-listed company rules. Tom is co-head of the Firm's Capital Markets and Public Companies Group, and partner-in-charge of the Corporate Group in the Firm's Washington, DC office. Read Tom Conaghan's full bio.
Thomas J. Murphy
William HadlerWilliam (Bill) Hadler counsels clients on mergers and acquisitions, private equity transactions, securities offerings and general corporate matters. Bill has advised public and private companies, as well as private equity funds and their portfolio companies, in connection with mergers, acquisitions and divestitures across multiple industries, including health care, specialty retail, consumer products and financial services. Read William Hadler's full bio.
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