Eliminates Certain Form 99 Filings with the Investor
Protection Bureau of the Department of Law
Background
Regulation D under the U.S. Securities Act of 1933, as amended
(the 1933 Act ), permits the sale of securities by
issuers of those securities without registration under the 1933
Act.
1 An issuer claiming an exemption under
Regulation D must electronically file Form D with the U.S.
Securities and Exchange Commission (the SEC), thereby notifying the
SEC of the Regulation D offering, no later than 15 calendar days
after the first sale of securities in the offering.
2
Under Section 18 of the 1933 Act
3, any private
placement made in accordance with Rule 506 of Regulation D will
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On December 1, the New York attorney general issued guidance that issuers selling covered securities must provide notice through the Electronic Filing Depository (EFD) of the North American Association of Securities Administrators. The guidance eliminates the need to file a pre-closing Form 99, effectively settling disagreement among practitioners as to whether New York ever had the right to require issuers of securities in Rule 506 private placements to comply with the state’s longstanding Form 99 filing requirement, in light of the blue sky preemption provisions of the National Securities Markets Improvement Act of 1996 (NSMIA).
“Russia, Russia, Russia,” the current president used to sarcastically chastise opponents for wondering about 2016 election tinkering from Putin’s principality. Recent MAGA rallies featured “Covid, covid, covid,” with President Trump complaining that the press could think of nothing else.
In investmentland, it’s “Bitcoin, bitcoin, bitcoin,” again knocking on dollar door number twenty thousand, where it ventured in late 2017. Bloomberg’s November 21 edition features this flashy headline sure to inspire FOMO (fear of missing out), the predecessor of the more quaint Keynesian animal spirits: “Bitcoin Revival Unleashes Animal Spirits and $300,000 Forecast.” Imagine if I could retrieve the bitcoin I lost years ago when my phone went dark.
her predecessor four years ago brought the suit under new york s notorious martin act, claiming had that exxon defrauded investors and the public about the cost of climate change. the problem for the ags, no evidence which the judge pointed out in dismissing the suit. let s hope it s a warning to state ags to start using litigation to impose a political agenda. jason. it s a miss to time magazine for naming greta thunberg the person of the year. i think it continues the exploitation of this young lady to scare people into thinking some climate apocalypse is around the corner. reportedly the protesters in hong kong were on the short list. i think that would have been a better choice. paul: mary. a sad sit today for jersey city police detective joseph seals, a hero cop who gave his life in the line of duty last week. he was a 15 year veteran with a
brought the suit under new york s notorious martin act, claiming had that exxon defrauded investors and the public about the cost of climate change. the problem for the ags, no evidence which the judge pointed out in dismissing the suit. let s hope it s a warning to state ags to start using litigation to impose a political agenda. jason. it s a miss to time magazine for naming greta thunberg the person of the year. i think it continues the exploitation of this young lady to scare people into thinking some climate apocalypse is around the corner. reportedly the protesters in hong kong were on the short list. i think that would have been a better choice. paul: mary. a sad sit today for jersey city police detective joseph seals, a hero cop who gave his life in the line of duty last week. he was a 15 year veteran with a stellar reputation for bravery