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Financial Institutions Stock Liquidity Conference

March 2, 2015

Authors

Bryan Cave

Financial Institutions Stock Liquidity Conference

March 2, 2015

by: Bryan Cave

May 4, 2015 – May 5, 2015 The Ritz-Carlton, Atlanta 181 Peachtree Street Northeast Atlanta, GA  30303

Sponsor(s):  Hosted by Bryan Cave LLP, OTC Markets Group, Banks Street Partners, and Stock Cross Financial Services

Conference Description We are pleased to announce the inaugural Financial Institutions Stock Liquidity Conference in Atlanta, Georgia.  The conference will begin with a cocktail reception on Monday evening, May 4th from 6:00 – 9:00 p.m., at the College Football Hall of Fame, where interactive and personalized tours will be offered to conference attendees.  The conference will continue on Tuesday, May 5th from 8:00 a.m. – 4:00 p.m., with a full day of presentations and panel discussions that will explore the universe of liquidity options available to financial institutions and opportunities to access the capital markets.

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Comments on Proposed Rules for Georgia Fairness Hearings

July 7, 2014

Authors

Michael Shumaker and Eliot Robinson

Comments on Proposed Rules for Georgia Fairness Hearings

July 7, 2014

by: Michael Shumaker and Eliot Robinson

On May 9, 2014, the Georgia Securities Division issued a proposed rule to create a formal process for fairness hearings to be conducted by the Georgia Commissioner of Securities.  The proposed rule would establish procedures for administrative hearings to determine the fairness of certain mergers and other business combinations in which securities are issued.  If the Commissioner determines that the terms of the proposed transaction are fair to the shareholders receiving securities, the issuer would be able to claim an exemption from the registration requirements of the federal Securities Act of 1933 for the securities to be issued.  Specifically, Section 3(a)(10) provides an exemption from the registration requirements of the federal Securities Act for securities issued in a transaction determined to be fair pursuant to a fairness hearing by a governmental authority.  The exemption from registration with the SEC is particularly valuable for companies that are not currently subject

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SEC Adopts Final Rules to Rule 506 Private Placements

August 7, 2013

Authors

Robert Klingler

SEC Adopts Final Rules to Rule 506 Private Placements

August 7, 2013

by: Robert Klingler

The SEC recently adopted new rules to lift the ban on general solicitations and general advertising for Rule 506 private placements and Rule 144A offerings. In addition, the SEC also adopted rules disqualifying “bad actors” from taking advantage of the Rule 506 private placement safe harbor. These new rules will be effective on September 23, 2013. The SEC has further proposed new rules that, among other things, require an SEC filing at the start of Rule 506 placements involving general solicitation, the inclusion of additional cautionary legends and disclosures in offering materials as well as a temporary (two-year) requirement to file general solicitation materials with the SEC.

Regulation D’s Rule 506 provides a safe harbor exemption from registration under the Securities Act of 1933 for private offerings made to accredited investors and no more than 35 non-accredited investors who meet certain investment sophistication requirements. The SEC estimates that Rule 506

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SEC Advisory Committee Recommends Relaxing Restrictions on Solicitation and Advertising in Private Offerings

January 6, 2012

Authors

Eliot Robinson

SEC Advisory Committee Recommends Relaxing Restrictions on Solicitation and Advertising in Private Offerings

January 6, 2012

by: Eliot Robinson

On January 6, 2012, the Advisory Committee on Small and Emerging Companies established by the Securities and Exchange Commission (“SEC”) recommended that the SEC take immediate action to permit general solicitation and general advertising in private offerings of securities under Rule 506 of Regulation D where securities are sold only to accredited investors. Relaxing the current restrictions on general solicitation and advertising would facilitate the ability of companies to raise capital from accredited investors, who are generally viewed as able to fend for themselves. For example, relaxing these restrictions would make it easier for companies to publicize their financing plans and seek funding from investors without any pre-existing relationship.

Rule 506 of Regulation D provides a widely-used safe harbor from the registration requirements of the Securities Act of 1933 for qualifying private offerings. Under current Rule 506, neither the issuer nor any person acting on the issuer’s behalf may offer

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Conference Committee Approves Sarbanes-Oxley 404(b) Exemption

June 17, 2010

Authors

Bryan Cave

Conference Committee Approves Sarbanes-Oxley 404(b) Exemption

June 17, 2010

by: Bryan Cave

On June 16, 2010, the conference committee reconciling the House and Senate versions of the federal financial reform bill agreed to include in the final reform legislation the House provision that provides an exemption on compliance with Sarbanes-Oxley Act (SOX) Section 404(b) for companies with less than $75 million in market capitalization.

Under the provisions of SOX 404, publicly reporting companies and their independent auditors are each required to report on the effectiveness of internal control over financial reporting.  Section 404(a) requires all public companies to assess the effectiveness of their internal control over financial reporting, while Section 404(b) requires independent auditors to report on management’s assessment.  On October 2, 2009, the Securities and Exchange Commission (SEC) granted its latest deferral for compliance with SOX 404(b), providing non-accelerated filers, those companies with a public float below $75 million, with a reprieve from the auditor attestation until annual reports for

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SEC Extends Deadline for Sarbanes-Oxley 404(b) Compliance

October 12, 2009

Authors

Bryan Cave

SEC Extends Deadline for Sarbanes-Oxley 404(b) Compliance

October 12, 2009

by: Bryan Cave

On October 2, 2009, the Securities and Exchange Commission (SEC) announced a nine-month deferral on Sarbanes-Oxley Act (SOX) Section 404(b) compliance for the smallest publicly reporting companies. Under the provisions of SOX 404, public companies and their independent auditors are each required to report on the effectiveness of company internal controls.  All publicly reporting companies are currently required to disclose a report on management’s assessment of internal controls; however, only reporting companies with a public float of $75 million or above are required to disclose an attestation report provided by an independent auditor.  The extension granted by the SEC will provide non-accelerated filers, those companies with a public float below $75 million, with a reprieve from independent auditor attestations until annual reports for fiscal years ending on or after June 15, 2010 are filed.  Although the SEC has not published the final rule providing for the extension, based on

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