On June 30, Congress gaveled out for the July 4 recess after postponing a critical vote to begin debate on an Affordable Care Act (ACA) repeal-and-replace bill. Senate Majority Leader Mitch McConnell (R-KY) and the GOP caucus have worked for the last two months in countless hours of behind-the-scenes meetings on what many believe to be a long-shot effort to unite 50 of the 52 Republican senators.
This week we highlight Professor John Coffee Jr.’s article “Hobson’s CHOICE: The Financial CHOICE Act of 2017 and the Future of SEC Administrative Enforcement”, analyzing the Financial CHOICE Act and in particular its impact on SEC enforcement. This post was published in the Columbia law school’s blog on corporations and the capital markets.
This week we highlight an analysis by Ernst & Young on the trends in US capital markets. The capital markets landscape has changed considerably over the past two decades, including the expansion of private capital markets and related regulatory changes. The report discusses the public market and private market trends impacting the number of US-listed companies today.
As we noted here in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two business days after the trade date (T+2).
On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Rule 15c6-1(a) under the Securities Exchange Act of 1934 (“Exchange Act”) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two business days after the trade date (T+2). Specifically, Paragraph (a) of Rule 15c6-1, as amended, will prohibit broker-dealers from effecting or entering into a contract for the purchase or sale of a security (other than certain exempted securities) that provides for payment of funds and delivery of securities later than the second business day after the date of the contract, unless otherwise expressly agreed to by the parties at the time of the transaction. According to the Adopting Release, broker-dealers must begin complying with the amended rule no later than September 5, 2017.
When Snap, Inc., parent company to the popular social media app, Snapchat, completed its much-anticipated IPO last week, investors were quick to question whether the company was overvalued. Despite half a billion dollars in losses last year, the stock closed its first day of trading at an eye-watering $28 billion valuation. By close of trading the following Monday, the stock had fallen to below its opening price. But other market watchers were distracted by a sense of déjà vu as yet another lauded tech company went public with overwhelmingly white and male corporate leadership.
On December 8, 2016, the staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) to provide guidance regarding status of qualified institutional buyers (QIBs) under Rule 144A of the Securities Act of 1933, as amended (Securities Act). Rule 144A provides a safe harbor exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (Securities Act) for certain offers and sales of qualifying securities by persons other than the issuer of the securities. Specifically, the exemption applies to resales of securities to QIBs. The C&DIs released on December 8, 2016 also provided guidance relating to offerings made in reliance on Regulation S, which provides a safe harbor from the registration requirements of Section 5 of the Securities Act for certain offshore transactions where no directed selling efforts are being made in the United States.
On October 3, 2016, a National Market System (NMS) Plan to implement a Tick Size Pilot Program commenced. The program was introduced by an Order of the Securities and Exchange Commission (SEC) on May 6, 2015, as “an objective, data-driven test that is designed to evaluate how a wider tick size would impact trading, liquidity, and market quality of securities of smaller capitalization companies.” Since 2001, stocks have been quoted and traded at penny increments. AG Deal Diary has previously covered the program, including the rationale behind its implementation, here, here and here.