Securities

• SEC Proposes Rule Changes for SPACs to Enhance Disclosure and Protect Investors

  03/31/2022

  by Jordan Kohn and Brian Daughney
  
  Big changes may be on the horizon for special purpose acquisition companies (“SPACs”). The Securities and Exchange Commission (SEC) voted on Wednesday, March 30, 2022, to propose new rules for SPACs which, if adopted, would require SPACs to provide increased investor disclosures focused primarily on their ownership and performance forecasts. The proposed rules and amendments are designed to enhance disclosure and investor protection in initial public offerings (IPOs) by SPACs and in business combination transactions involving shell companies, such as SPACs, and private operating companies.

• Examining SEC's 2021 Examination Priorities

  04/29/2021

  Examination priorities are released annually. The 2021 priorities highlight nine non-exhaustive areas on which DOE intends to focus during the year.

• Client Alert: SEC Broadens Accredited Investor Definition Expanding Access to Capital Markets

  09/09/2020

  On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the “accredited investor” definition in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, that update and improve the accredited investor definition. The purpose of the amendments is to better identify investors that have sufficient knowledge and expertise to participate in investment opportunities that do not have the rigorous disclosure and procedural requirements and related investor protections, provided by registration under the Securities Act. The amendments are substantially as proposed by the SEC on December 18, 2019.

• SEC Adopts Regulations and Interpretations to Enhance Standards of Conduct for Broker-Dealers and Investment Advisers

  07/08/2019

• The New DOL Fiduciary Rule - by Meryl E. Wiener

  07/27/2017

• Thoughts on Valuing Your Business in Connection with a Prospective Sale, Investment or Financing - by Lori Anne Czepiel, Steve Semian and Murray D. Schwartz

  07/21/2017

• Our partner, Fred Cummings, was quoted in an Inc. magazine article dated June 13, 2017 entitled: 40 Simple Daily Rituals for Getting Ahead in Business and Life. The article quoted Fred and other high achieving executives who provided insights into things they do every day that have helped them succeed.

  06/14/2017 | Inc. Magazine

• Supreme Court Applies 5-Year Statute of Limitation to SEC Disgorgement - by Meryl E. Wiener

  06/14/2017

• DOL Fiduciary Rule: 60-Day Delay - by Meryl E. Wiener

  04/28/2017

• SEC Adopts T+2 Settlement Cycle for Securities Transactions - by Meryl E. Wiener

  04/07/2017

• Our partner, Murray Schwartz, was quoted in the March 2017 publication Mergers & Acquisitions. Mr. Schwartz provided insight as to availability of financing to middle-market investors and companies if banks get back into the specialty loan business. Click here to read the article in its entirety.

  03/28/2017 | Mergers and Acquisitions

• Presidential Actions Direct Reconsideration of DOL Fiduciary Rule and The Dodd-Frank Act - by Meryl E. Wiener
   

  02/23/2017

• Warshaw Burstein Partner Scott E. Wortman was interviewed and featured in a Bank Innovation article on the subject of Dodd-Frank and what a regulatory shift may mean for fintechs and lenders at large.

  02/02/2017 | Bank Innovation

• SEC Announces 2017 Exam Priorities - by Meryl E. Wiener

  01/30/2017

• Our partner, Marilyn Selby Okoshi, was quoted in the January 26 publication The Hedge Fund Law Report, in an article entitled "Best Practices for Fund Managers When Entering Into ISDAs: Negotiating Collateral Arrangements."  Ms. Okoshi provided insight on the effect of CFTC rules that impose minimum margin requirements on swap dealers, major swap participants and other regulated institutions with respect to trading certain uncleared swaps.  Click here to read the full article.  

  01/26/2017 | The Hedge Fund Law Report

• Supreme Court Upholds Insider Trading Conviction Involving Family and Friends - by Meryl E. Wiener

  12/21/2016

• 5 Things Every Company Must Do When Seeking Capital - by Murray D. Schwartz

  11/30/2016 | Small Biz Daily

• What Would the Financial CHOICE Act Mean for Fintech? Scott E. Wortman interviewed about what the future holds for the Financial CHOICE Act and the Consumer Financial Protection Bureau.

  11/21/2016 | Bank Innovation

• Our partner Marilyn Selby Okoshi recently presented a two-hour webinar entitled Strategies to Deal with the CFTC's Proposed New Regulations for Algorithmic Trading. Ms. Okoshi was one of two panelists presenting the topic for The Knowledge Group. Click here to read more

  10/26/2016

• Is the CFPB Ruling Important for the Future of Fintechs?

  10/17/2016 | Bank Innovation

  Scott E. Wortman interviewed about whether a federal appeals court decision regarding the constitutionality of the CFPB is important for the future of fintechs—specifically online lenders, which in particular have been subjected to scrutiny by the CFPB.

• SEC Adopts Amendments to Form ADV and Books and Records Rule - by Meryl E. Wiener 

  09/21/2016

• Warshaw Burstein client Fizzics to be featured on Shark Tank
   

  09/15/2016

• Proposed Treasury Regulations Will Limit Valuation Discounts For Family-Controlled Entities - by Peter L. Lese and Robert P. Wittes

  08/30/2016

• Maxwell Breed, Bruce Wiener and Slava Hazin’s successful defeat of an LLC dissolution petition in Goldstein v. Pikus has once again received coverage in the New York Law Journal—this time in an August 8, 2016 article entitled “Business Divorces in LLCs Happen, Business Prenups Should Too”

  08/08/2016 | New York Law Journal

• SEC Increases Dollar Amount Threshold Test for "Qualified Clients" by Meryl E. Wiener

  07/27/2016

• A Savvy Interview with Meryl E. Wiener

  07/19/2016 | Retirement Savvy

• Tax Benefits of Operating Through an LLC Instead of a Corporation for Home-Based Businesses - by Barry Klingman

  06/23/2016 | Home Business Magazine

• Final Department of Labor Fiduciary Rules - by Meryl E. Wiener

  04/29/2016

• Warshaw Burstein Partner Scott E. Wortman was interviewed by S&P Global Market Intelligence for their SNL Financial exclusive story - Civil lawsuit against LendingClub renews concerns about issuing bank model.

  04/22/2016 | S&P Global Market Intelligence

• SEC Announces 2016 Exam Priorities - by Meryl E. Wiener

  02/03/2016

• Decisions in two Warshaw Burstein cases, including Maxwell Breed and Bruce Wiener’s success in defeating an LLC dissolution petitioner in Goldstein v. Pikus, recently received coverage in the January 16, 2016 New York Law Journal in an article entitled LLCs Dominate Business Divorce Cases of 2015.

  01/16/2016

• A Balancing Act: Sec Adopts Final Crowdfunding Rule - by Meryl E. Wiener

  12/17/2015 | Westlaw Journal: Derivatives

• SEC Adopts Final Crowdfunding Rules - by Meryl E. Wiener

  11/24/2015

• On November 5, 2015, Warshaw Burstein Partner Peter Lese, was interviewed by Fox Business News regarding the importance and intricacies of Estate Planning

  11/05/2015

• To Be (Dissolved) or Not to Be (Dissolved) - That Is the Question To Be Addressed by an LLC Operating Agreement - by Slava Hazin and Maxwell Breed

  10/08/2015

• SEC Announces Additional Guidance on 2015 Cybersecurity Examination Initiative - by Meryl E. Wiener

  10/05/2015

• SEC Proposes Amendments to Form ADV and Certain Investment Adviser Act Rules - by Meryl E. Wiener

  07/21/2015

• The EB-5 Program - by Michael Zukerman

  06/05/2015

• SEC Releases New Guidance on Cybersecurity for Investment Managers and Investment Advisers - by Meryl E. Wiener

  05/19/2015

• The SEC Speaks in 2015 - by Meryl E. Wiener

  03/11/2015

• Second Circuit Clarifies Requirements of Insider Trading Liability for Tippees - by Meryl E. Wiener

  01/15/2015

• Clicking Away Your Right to Privacy Agreeing To Certain Terms in an ISP Terms of Service May Waive Your Right to Privacy - By Marc A. Lavaia

  01/09/2015

• SEC Charges Insiders for Failure to Report Stock Holdings - by Meryl E. Wiener

  10/09/2014

• Delaware Chancery Court Upholds Validity of a Bylaw Selecting Out-of-State Forum for Litigating Intra-Corporate Disputes - by Meryl E. Wiener

  09/18/2014

• Tax Aspects Of Purchases And Sales Of Partnership Interests, The Basics - by Barry A. Klingman

  08/01/2014

• SEC Guidance on Investment Adviser Use Of Social Media and Advertising - by Meryl E. Wiener

  05/29/2014

• SEC to Examine Cybersecurity Risks of Broker Dealers and Investment Advisers - by Meryl E. Wiener

  05/14/2014

• 2014 SEC SPEAKS EVENT (Washington, D.C. February 21-22, 2014). Click on this link to read Paul A. Lieberman's summary of the key points addressed at the conference

  03/05/2014

• SEC Proposes Crowdfunding Rules - by Meryl E. Wiener

  11/14/2013

• SEC Lifts Solicitation Ban - by Meryl E. Wiener

  07/23/2013

• Forum Selection Bylaws - by Meryl E. Wiener

  07/08/2013

• Using Social Media To Disclose Information - by Meryl E. Wiener

  04/12/2013

• Find Funding in Lean Times - by Michael Zukerman

  03/01/2013 | Scotsman Guide

• Unlocking Multifamily Bond Financing  - by Michael Zukerman

  07/01/2012 | Scotsman Guide

• Taking Credit Where It’s Affordable - by Michael Zukerman

  04/01/2012 | Scotsman Guide

• Don’t Miss Out on Government Financing - by Michael Zukerman

  03/01/2012 | Scotsman Guide

• SEC and MSRB Withdraw Municipal Advisor Proposals, Advisories - by Meryl E. Wiener

  10/05/2011

• Guide To Investment Adviser Registration, Advisories - by Meryl E. Wiener

  09/12/2011

• Buying Debt to Save a Project - by Michael Zukerman

  08/01/2011 | Scotsman Guide

• Summary and Analysis of Dodd-Frank Rules for Investment Advisers, Advisories - by Meryl E. Wiener

  07/28/2011

• SEC Adopts Rules Implementing Core Provisions of Dodd-Frank That Apply to Investment Advisers,Advisories - by Meryl E. Wiener

  06/23/2011

• SEC Expected to Consider Extending Adviser Registration and Deregistration Deadlines, Advisories - by Meryl E. Wiener

  04/14/2011

• SEC Issues Proposed Rules Requiring Registration of Municipal Advisors, Advisories - by Meryl E. Wiener

  02/24/2011

• Comments Due January 24 on SEC’s Proposals to Implement $100 Million Asset Threshold, Other Dodd-Frank Changes for Investment Advisers, Advisories - by Meryl E. Wiener

  01/18/2011

• Comments Due January 24 on SEC’s Proposed Exemptions from Investment Adviser Registration Mandated by Dodd-Frank, Advisories - by Meryl E. Wiener

  01/18/2011

• SEC Extends Compliance Date for Certain Advisers to Provide Clients with Brochure Supplements, Advisories - by Meryl E. Wiener

  01/06/2011

• SEC Adopts Amendments that Overhaul Form ADV Part 2, Advisories  - by Meryl E. Wiener

  08/25/2010

• Financial Reform Bill Reshapes Investment Adviser Regulation, Advisories  - by Meryl E. Wiener

  07/29/2010

• SEC Adopts Custody Rule Changes for Investment Advisers, Advisories, (January 11, 2010 – updated June 2010) - by Meryl E. Wiener

  01/11/2010

• Insider Trading : A Primer, Advisories  - by Meryl E. Wiener

  10/26/2009

• Effects of the Cuban Decision on the Misappropriation Theory of Insider Trading, Advisories  - by Meryl E. Wiener

  08/05/2009

• SEC’s Proposed Amendments to Custody Rule Would Require Surprise Exams and Internal Control Reports, Advisories  - by Meryl E. Wiener

  06/24/2009

• SEC May Contact Clients for Confirmation of Assets and Transactions, Advisories - by Meryl E. Wiener

  04/06/2009

• Second “Compliance Alert” Cites Common Deficiencies, Effective Practices of Advisers, Funds and Brokers, Advisories - by Meryl E. Wiener

  08/01/2008