http://securities-law-blog.com CORPORATE, SECURITIES & CIVIL LITIGATION ATTORNEYS Fri, 13 Aug 2010 12:34:24 +0000 http://backend.userland.com/rss092 en On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). After many revisions, the final Dodd-Frank Act has only minor effects on securities Issuers and their investors. The primary change, which takes effect immediately, is a modification to ... http://securities-law-blog.com/2010/08/13/dodd-frank-act-changes-definition-of-accredited-investor-effective-immediately/ A SPAC is a company organized to purchase one or more operating businesses and which generally intends to raise capital through an initial public offering (IPO), direct public offering (DPO) or private offering. IPO’s, DPO’s and Rule 419 SPAC’s that engage in either an IPO or DPO are subject to ... http://securities-law-blog.com/2010/08/05/special-purpose-acquisition-companies-spacs/ A subsidiary spin-off is a transaction where a parent corporation’s stock ownership of a subsidiary is distributed to the parent corporation’s shareholders giving the shareholders direct ownership of the former subsidiary. Typically, the subsidiary shares are distributed to the shareholders pro rata as a dividend. In fact, two ... http://securities-law-blog.com/2010/08/04/subsidiary-spin-offs/ A PIPE (Private Investment in Public Equity) transaction is typically a private placement of equity or equity-linked securities by a public company to accredited investors that is followed by the registration of the resale of those securities with the SEC. Generally the securities are sold at a discount to ... http://securities-law-blog.com/2010/06/18/pipe-transactions-terms-and-requirements/ In today’s financial environment, many Issuers are choosing to self underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Moreover, as almost all potential investors have computers, many Issuers are choosing to utilize the Internet for such DPO’s. The Securities and Exchange Commission (SEC) ... http://securities-law-blog.com/2010/06/16/direct-public-offerings-and-the-internet/ Although Regulation A is legally an exemption from the registration requirements contained in Section 5 of the Securities Act of 1933, as a practical matter it is more analogous to registration than any other exemption. In particular, Regulation A provides for the filing of an offering prospectus which closely ... http://securities-law-blog.com/2010/05/12/regulation-a-an-exemption-by-any-other-name-is-a-short-form-registration/ A Form 10 Registration Statement is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). To explain a Form 10 registration statement, let’s start with what it isn’t. It is not used to register ... http://securities-law-blog.com/2010/03/19/form-10-registration-statements/ Section 4(6) provides a registration exemption for offerings to accredited investors, if the aggregate offering amounts up to the dollar limit of Section 3(b) (currently $5,000,000), if there is no advertising or public solicitation in connection with the transaction by the Issuer or anyone acting on the Issuer's behalf. The ... http://securities-law-blog.com/2010/01/28/section-46-registration-exemption-for-accredited-investors/ Section 4(2) of the Securities Act of 1933 provides that the registration requirements of Section 5 do not apply to “transactions by an issuer not involving any public offering.” The definition of an “issuer” is pretty straightforward as found in Section 2(a)(4) and includes, “the person who issues or ... http://securities-law-blog.com/2010/01/25/an-in-depth-review-of-private-placements-under-section-42/ Technically Rule 144 provides a safe harbor from the definition of the term “underwriter” such that a selling shareholder may utilize the exemption contained in Section 4(1) of the Securities Act of 1933, as amended, to sell their restricted securities. In addition, Rule 144 is used to remove the ... http://securities-law-blog.com/2010/01/22/rule-144-and-the-evergreen-requirement-examined/