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SEC adopts a final rule requiring disclosures from SPACs

The U.S. Securities and Exchange Commission (SEC) adopted a final rule last night, by a 3-2 vote that would require prospective special purpose acquisition companies (SPACs) to disclose their sponsors, compensation, target companies, and conflicts of interest and to require SPAC targets to register with the SEC. As SSTI covered during the pandemic SPAC boom, the vehicle provides private companies with a lower-scrutiny, higher-cost path to enter the public markets by merging with a listed SPAC. Interest in and performance of deals involving SPACs have waned since 2022, but this is also true of the more traditional initial public offering path to the public markets. The impact of the SEC's changes, therefore, may be difficult to determine until more investors are ready to drive private companies to the public markets. See sec.gov for the final rule, comments, and factsheet.

Investment associations sue SEC over rule intended to promote transparency

A group of associations representing private investment funds, including the National Venture Capital Association, jointly filed a lawsuit in the 5th Circuit Court of Appeals against the U.S. Securities and Exchange Commission (SEC). The suit seeks to overturn the agency’s recent rule that among other things requires fee, audit, and performance disclosures from private fund managers. The opening brief, which became available last week, argues that the rule should be vacated because it overrides Congress’s deliberate exclusion of private funds from this type of oversight, that the costs to funds and investors of implementing the rule outweigh the potential benefits, and a host of procedural missteps during the rulemaking process. For its part, the SEC has defended the rule as being necessary to address insufficient transparency and exposure to conflicts of interest that threaten regular investors as pension and retirement funds increasingly participate in private investment vehicles.

Inflation provides big boost to crowdfunding limits

The Securities and Exchange Commission (SEC) recently published statutorily-required five-year inflation adjustments for various limits placed on crowdfunding, and the increases are substantial.

New SEC regulations on investments related to China

The U.S. Securities and Exchange Commission (SEC) recently released guidance through its Division of Corporation Finance to address the risks of investing in companies that are based in or have a majority of their business operations in the People’s Republic of China. This action continues a trend of expanding regulation of investments related to China, and the SEC’s statement clarifies that the purpose of the disclosures is to protect investors from recently-enacted restrictions by the Chinese government on China-based companies in regard to raising capital from foreign investors. According to a report by PitchBook published earlier this year, venture capital investing in China was on pace to exceed $100 billion in 2021, with foreign investors participating in approximately one-quarter of these deals.

SEC finalizes demo days, crowdfunding rules

The Securities and Exchange Commission (SEC) recently published a final rule clarifying acceptable communications during “demo days” and expanding the accessibility of crowdfunding, among other changes. The new rule establishes guidelines to make “demo day” activities exempt from general solicitation requirements. Exempt events must be sponsored by institutions of higher education, nonprofits, incubators, accelerators, local governments or, added in response to SSTI’s letter on the proposed rule, state governments or state/local instrumentalities. The rules provide guidance on the types of communication allowed during the events and limits on compensation for hosting the event, but, unfortunately, the SEC opted not to include any of the clarifications requested by SSTI and other commenters.

SEC open for public comment on proposed ‘finders’ exemptions

"Finders," those who connect potential investors with issuers (e.g., startups seeking funding) within private markets, would not be required to register as brokers under recently proposed Securities and Exchange Commission (SEC) exemptions. Currently, individuals who work to connect investors and issuers — including simply providing issuers with a contact list and regardless of whether any advice is provided or whether the connection is made on behalf of one of the parties to any investment — may be required to register with the SEC as a broker.

SEC permits more investors into private capital pool

For the first time, individuals with defined measures of professional knowledge, will be allowed to participate in private capital markets without having to meet the traditionally required income or net worth levels. The U.S. Securities and Exchange Commission (SEC) has broadened the definition for who the commission views as an ‘accredited investor’ and a ‘qualified institutional buyer’. The amendments to the definition also expand and update the list of entities that may qualify to participate in certain private offerings to include tribal governments and other organizations.

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