The Securities and Exchange Commission today proposed rules to implement a new exemption from registration for securities offerings made pursuant to Section 3(b)(2) of the Securities Act of 1933 (Securities Act), as mandated by Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). This new offering exemption is commonly referred to as “Regulation A-Plus.
Archives for December 2013
SEC Corp Fin Staff Issues “Bad Actor” Rule Compliance and Disclosure Interpretations
On December 4, 2013, the Staff of the SEC’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) providing guidance on rules recently adopted by the SEC that prohibit certain felons and other “bad actors” from participating in private securities offerings that rely on Rule 506 of Regulation D under the Securities Act of 1933 (Securities Act). The rule generally applies to the issuer, certain third parties that participate in the offering, and certain controlling persons, officers and affiliates of the issuer and such third parties (covered persons).
NASDAQ Amends New Compensation Committee Independence Criteria to Provide Flexibility
The NASDAQ Stock Market LLC (“NASDAQ”) has amended its new rules on compensation committee independence to provide additional flexibility for committee members to meet the independence criteria. As a result of the amendment, NASDAQ rules will no longer prohibit a director from serving on a listed company’s compensation committee if the director receives fees from the company. Instead, boards must consider any fees in determining whether a director is eligible to serve on the committee. This change provides additional flexibility for companies and aligns NASDAQ’s compensation committee independence criteria with those of the New York Stock Exchange (“NYSE”).