The JOBS Act was signed into law to simplify capital formation for small companies. Key provisions include:
1) Creating "emerging growth companies" that have reduced regulatory requirements for 5 years after their IPO to encourage going public.
2) Allowing general solicitation for private offerings to accredited investors.
3) Increasing the Regulation A offering limit from $5M to $50M and preempting state securities laws.
4) Raising the shareholder threshold that triggers public reporting from 500 to 2,000 shareholders.
SEC Adopts Crowdfunding Rules, and Other Developments Under the JOBS ActDenver G. Edwards
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This document summarizes developments under the Jumpstart Our Business Startups Act (JOBS Act), including the SEC's adoption of crowdfunding rules in October 2015. It discusses the main provisions and titles of the JOBS Act related to exempt and registered offerings, IPOs, and reporting requirements. In particular, it focuses on Titles I-IV which relate to emerging growth companies, Rule 506(c) private placements, crowdfunding, and Regulation A+ offerings. It provides a chart comparing the rules for Regulation A+, Rule 506(c), and crowdfunding offerings. Investment bankers have become more positive on the JOBS Act's impact on capital raising according to a recent survey. Recent
Smaller Reporting Companies vs. Emerging Growth Companies- The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, andqualifications for the various categories of scaled disclosure requirements. As I’ve
written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences...
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
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Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
This is a comprehensive presentation scheduled for delivery at an Illinois State Bar Association seminar April 3, 2014. It covers Regulation D rules for private (though publicly announced) securities offerings as modified by the JOBS Act, Illinois securities law, accredited investor status verification, public announcements of securities offerings, securities fraud, the disclosures required, and the detailed parts of the private placement memo and file
This document summarizes SEC reporting obligations for public companies. It explains that publicly traded companies must file periodic reports with the SEC including annual 10-K reports, quarterly 10-Q reports, and current 8-K reports. It also discusses requirements for smaller reporting companies, including scaled disclosure requirements and extended filing deadlines. Failure to comply with SEC reporting obligations can result in enforcement actions and restrictions on shareholders' ability to sell securities.
Checklist for Auditors certificate to NBFCAmit Kumar
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The document outlines the reporting requirements for auditors of non-banking financial companies in India, specifying that auditors must report on matters such as the company's registration, classification, public deposit holdings, capital adequacy ratios, and compliance with RBI regulations; if any issues are identified, the auditor must provide reasoning; and exception reports on unfavorable statements or non-compliance must be submitted to the DNBS.
Dear Members
Following the passage of the Companies (Amendment) Bill and LLP (Amendment) Bill by Parliament on 10 March 2017, Senior Minister of State for Law and Finance Indranee Rajah has issued a note (as attached) meant for the business and legal communities. The note highlights that the legislative changes will be a timely boost for Singapore as we seek to enhance our international competitiveness and strengthen Singapore’s standing as a leading financial centre. For further details on the legislative changes and help resources, please refer to ACRA’s website at www.acra.gov.sg/CA_2017.
ACCA
SEC Adopts Crowdfunding Rules, and Other Developments Under the JOBS ActDenver G. Edwards
Â
This document summarizes developments under the Jumpstart Our Business Startups Act (JOBS Act), including the SEC's adoption of crowdfunding rules in October 2015. It discusses the main provisions and titles of the JOBS Act related to exempt and registered offerings, IPOs, and reporting requirements. In particular, it focuses on Titles I-IV which relate to emerging growth companies, Rule 506(c) private placements, crowdfunding, and Regulation A+ offerings. It provides a chart comparing the rules for Regulation A+, Rule 506(c), and crowdfunding offerings. Investment bankers have become more positive on the JOBS Act's impact on capital raising according to a recent survey. Recent
Smaller Reporting Companies vs. Emerging Growth Companies- The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, andqualifications for the various categories of scaled disclosure requirements. As I’ve
written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences...
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
Â
Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
This is a comprehensive presentation scheduled for delivery at an Illinois State Bar Association seminar April 3, 2014. It covers Regulation D rules for private (though publicly announced) securities offerings as modified by the JOBS Act, Illinois securities law, accredited investor status verification, public announcements of securities offerings, securities fraud, the disclosures required, and the detailed parts of the private placement memo and file
This document summarizes SEC reporting obligations for public companies. It explains that publicly traded companies must file periodic reports with the SEC including annual 10-K reports, quarterly 10-Q reports, and current 8-K reports. It also discusses requirements for smaller reporting companies, including scaled disclosure requirements and extended filing deadlines. Failure to comply with SEC reporting obligations can result in enforcement actions and restrictions on shareholders' ability to sell securities.
Checklist for Auditors certificate to NBFCAmit Kumar
Â
The document outlines the reporting requirements for auditors of non-banking financial companies in India, specifying that auditors must report on matters such as the company's registration, classification, public deposit holdings, capital adequacy ratios, and compliance with RBI regulations; if any issues are identified, the auditor must provide reasoning; and exception reports on unfavorable statements or non-compliance must be submitted to the DNBS.
Dear Members
Following the passage of the Companies (Amendment) Bill and LLP (Amendment) Bill by Parliament on 10 March 2017, Senior Minister of State for Law and Finance Indranee Rajah has issued a note (as attached) meant for the business and legal communities. The note highlights that the legislative changes will be a timely boost for Singapore as we seek to enhance our international competitiveness and strengthen Singapore’s standing as a leading financial centre. For further details on the legislative changes and help resources, please refer to ACRA’s website at www.acra.gov.sg/CA_2017.
ACCA
Jay Clayton was nominated as SEC chairman and his nomination was approved by the Senate Banking Committee. In his confirmation hearing, he emphasized protecting investors and rooting out fraud. He also said the SEC should consider the economic effects of rules and conduct retrospective reviews. The Trump administration wants to ease some Dodd-Frank rules, and the SEC may provide relief from certain disclosure rules such as those around conflict minerals and pay ratios. Clayton said the SEC should consider whether disclosures provide material information to investors.
The document provides an overview of the legal and regulatory framework for non-banking financial companies (NBFCs) in India. Some key points:
- NBFCs must be registered with the Reserve Bank of India and have a minimum net owned fund of Rs. 200 lakhs to commence business.
- They are classified as deposit-taking or non-deposit taking and systemically important NBFCs must meet additional regulatory requirements.
- NBFCs are subject to prudential norms on capital adequacy, income recognition, asset classification, provisioning, concentration of credit, and reporting.
- A core investment company is an NBFC that holds at least 90% of its assets as
The SEC amended the definition of "accredited investor" which takes effect on February 27, 2012. This change is likely to affect the eligibility criteria for investors in alternative investments. Funds need to determine if existing investors still qualify and if subscription documents need updating. The amendments exclude an individual's primary residence from their net worth calculation and include certain debt secured by the primary residence. Limited grandfathering provisions apply to some pre-existing rights.
NBFCs are non-banking financial companies that are registered under the Companies Act and engage in financial activities such as lending, acquisition of shares/bonds, leasing, insurance, etc. but do not include institutions conducting agricultural/industrial activities or selling goods/services. NBFCs are regulated by the Reserve Bank of India and must register with RBI to operate. They are classified based on whether they accept public deposits and their asset size. Over time, various committees have shaped the regulatory framework for NBFCs in India to strengthen governance, disclosure, and supervision.
The new SEBI listing regulations replace the previous listing agreement and aim to increase transparency through additional disclosures on key events like acquisitions and family agreements. The regulations divide requirements into substantive provisions and procedural schedules. They cover periodic disclosures, corporate governance principles, and obligations for different security types. The regulations increase disclosures for related party transactions, unlisted subsidiaries, and board decisions. They also specify conditions for reclassifying promoters as public shareholders. The alignment with the Companies Act of 2013 removes ambiguities but increases compliance burden for listed companies.
The Reserve Bank of India regulates and supervises Non-Banking Financial Companies. The objectives are to ensure healthy growth, ensure they function as part of the financial system within policy frameworks, and maintain high quality supervision. This document provides clarification on regulatory changes and operational matters for NBFCs, the public, and other stakeholders through a question and answer format. Key differences between banks and NBFCs are that NBFCs cannot accept demand deposits or issue cheques, and deposit insurance is not available for NBFC depositors. Registration with RBI is mandatory for NBFCs, and there are requirements around minimum net owned funds, application process, and classifications of different types of NBFCs.
This document provides an overview of establishing and maintaining a Wholly Foreign-Owned Enterprise (WFOE) in China. It discusses the regulatory framework, legal status, capital requirements, feasibility study process, allowed business scopes, and procedures for setting up a WFOE. It also outlines the requirements for maintaining a WFOE, including annual audits, examinations, and tax compliance. The document serves as a guide for foreign investors on the process and ongoing obligations of operating a wholly foreign-owned subsidiary in China.
The document provides information on foreign exchange, accounts maintained in banks for foreign exchange (nostro and vostro accounts), documents used in foreign trade such as commercial invoices, certificates of origin, packing lists, bills of exchange, bills of lading, and bills of entry. It also discusses letters of credit including types of letters of credit, the mechanism of letters of credit, and discrepancies that may be found in shipping documents. Key terms related to letters of credit such as payment against documents, loan against imported merchandise, and import trust receipt are also explained.
A publicly traded company that has a class of securities registered under Section 12 of the Exchange Act or is subject to Section 15(d) must comply with SEC reporting requirements. This includes filing annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports for material events on Form 8-K. Smaller reporting companies have scaled disclosure obligations and extended deadlines to file certain reports. Failure to comply with SEC reporting requirements can result in enforcement actions and restrict the ability of shareholders to sell securities.
The document discusses recent amendments to the Companies Act of India through ordinances and rules related to significant beneficial ownership. Key points include:
- The Companies (Amendment) Second Ordinance, 2019 decriminalized certain offenses and increased certain penalties.
- Specified companies must file returns on payments to micro and small enterprises suppliers using the MSME Form to increase transparency.
- Individuals who hold a beneficial interest of 25% or more in a company, or have significant influence over it, must declare their interests to the company under new significant beneficial ownership rules.
This document provides an overview of key changes between the Companies Act, 1956 and the new Companies Act, 2013. It compares provisions around incorporation, share capital, deposits, charges, management and meetings. Some key changes include stricter due diligence for company incorporation, requirements for independent directors and key managerial personnel, limits on auditor appointments, provisions around related party transactions, and faster processes for mergers and restructuring. The new law aims to improve corporate governance and bring more accountability in company operations.
CIT Group reported a loss from continuing operations of $301.6 million for Q3 2008, driven by goodwill and intangible impairment charges related to its Vendor Finance segment. It continued progress on liquidity initiatives by refinancing debt, growing deposits, and limiting asset growth. Credit reserves were increased due to weakening economic conditions and higher non-performing assets, while operating expenses were reduced.
The document provides an overview of key provisions introduced under the new Companies Act 2013 relating to incorporation of companies, types of companies, share capital, prospectus and allotment of securities, debentures, holding-subsidiary relationships, acceptance of deposits, accounting standards and depreciation accounting. Some of the important changes introduced include more stringent norms for incorporation, provisions for one person companies and small companies, restrictions on acceptance of deposits, mandatory creation of debenture redemption reserve, and shift from block depreciation to component accounting.
This document outlines the checklist and compliance requirements for non-banking financial companies in India as per the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions. It defines key terms related to income recognition, classification of assets, and accounting standards. It also provides guidance on classifying investments as current or long-term and the process for inter-class transfers.
The Volcker Rule places limits on proprietary trading and investments in hedge funds and private equity funds by banking entities. It was approved in December 2013 and takes full effect in July 2015, though entities face various compliance requirements based on their size and activities. Larger entities must implement enhanced compliance programs involving metrics reporting, while smaller entities may only need to update existing policies. The rule presents a significant compliance challenge for banking entities as they prepare their implementation strategies.
During the first decade of the 21st century, capital markets in the Dominican Republic were considerably underdeveloped due to outdated corporate laws and a lack of reliable market data. While regulations for investment funds and private equity funds were introduced in the early 2000s, the necessary legal structures to properly regulate these funds were not established until 2011-2013. Private equity investment is seen as an innovative way for investors to diversify risks, but current regulations impose restrictions that could limit the growth of the private equity industry in the Dominican Republic's developing markets. Efforts to refine regulations and pass a new Capital and Securities Law may help address some challenges and better support the continued expansion of the country's capital markets.
This document summarizes the history and regulations around non-banking financial companies (NBFCs) and notified entities in Pakistan. It discusses how NBFCs were divided and regulated in 2002-2007. Key points include:
- NBFCs were divided and regulated by different bodies like SECP and SBP. The NBFC and Notified Entities Regulations of 2007 consolidated regulation of these entities.
- The regulations define NBFCs and notified entities and set rules around their establishment, operations, minimum capital requirements, investment limits, exposure limits, and other operational conditions.
- Additional provisions are outlined for specific types of NBFC business like leasing, investment finance services, housing finance, venture capital investment
The document defines and provides details about non-banking financial companies (NBFCs) in India according to regulations set by the Reserve Bank of India. Key points include:
- NBFCs are defined as non-banking institutions that conduct activities such as lending, acquisition of shares/securities, leasing, etc. but do not include businesses related to agriculture, industry or real estate.
- There are different types of NBFCs including loan companies, investment companies, asset finance companies, and residuary non-banking companies.
- NBFCs must register with the RBI and comply with various prudential regulations regarding public deposits, capital adequacy, exposure norms, and
This document discusses non-banking financial companies (NBFCs) in India. It defines NBFCs as financial institutions that provide banking services without a banking license. It classifies NBFCs based on their business activities and lists their major products. It then summarizes the financial performance of the NBFC sector from 2009-2010, noting growth in various areas. Finally, it discusses the future prospects of NBFCs and their importance in the Indian financial system.
House Members return to their districts this week while the Senate will not convene until January 21 for Inaugural Ceremonies. Congress passed a fiscal cliff deal negotiated by Biden and McConnell, representing the second step in deficit reduction after the 2011 Budget Control Act. The deal focused on $600 billion in tax increases but Republicans want further entitlement reforms in exchange for raising the debt ceiling. The House and Senate will consider reauthorizing education, workforce, and higher education laws as top priorities for the new Congress.
The document provides information on legislative activities for the week of July 9, 2012. It summarizes bills scheduled for consideration in the House and Senate that week related to veterans, the farm bill, appropriations, cybersecurity, and education issues. It also outlines regulatory actions and hearings scheduled related to education issues like No Child Left Behind waivers and the gainful employment ruling.
Jay Clayton was nominated as SEC chairman and his nomination was approved by the Senate Banking Committee. In his confirmation hearing, he emphasized protecting investors and rooting out fraud. He also said the SEC should consider the economic effects of rules and conduct retrospective reviews. The Trump administration wants to ease some Dodd-Frank rules, and the SEC may provide relief from certain disclosure rules such as those around conflict minerals and pay ratios. Clayton said the SEC should consider whether disclosures provide material information to investors.
The document provides an overview of the legal and regulatory framework for non-banking financial companies (NBFCs) in India. Some key points:
- NBFCs must be registered with the Reserve Bank of India and have a minimum net owned fund of Rs. 200 lakhs to commence business.
- They are classified as deposit-taking or non-deposit taking and systemically important NBFCs must meet additional regulatory requirements.
- NBFCs are subject to prudential norms on capital adequacy, income recognition, asset classification, provisioning, concentration of credit, and reporting.
- A core investment company is an NBFC that holds at least 90% of its assets as
The SEC amended the definition of "accredited investor" which takes effect on February 27, 2012. This change is likely to affect the eligibility criteria for investors in alternative investments. Funds need to determine if existing investors still qualify and if subscription documents need updating. The amendments exclude an individual's primary residence from their net worth calculation and include certain debt secured by the primary residence. Limited grandfathering provisions apply to some pre-existing rights.
NBFCs are non-banking financial companies that are registered under the Companies Act and engage in financial activities such as lending, acquisition of shares/bonds, leasing, insurance, etc. but do not include institutions conducting agricultural/industrial activities or selling goods/services. NBFCs are regulated by the Reserve Bank of India and must register with RBI to operate. They are classified based on whether they accept public deposits and their asset size. Over time, various committees have shaped the regulatory framework for NBFCs in India to strengthen governance, disclosure, and supervision.
The new SEBI listing regulations replace the previous listing agreement and aim to increase transparency through additional disclosures on key events like acquisitions and family agreements. The regulations divide requirements into substantive provisions and procedural schedules. They cover periodic disclosures, corporate governance principles, and obligations for different security types. The regulations increase disclosures for related party transactions, unlisted subsidiaries, and board decisions. They also specify conditions for reclassifying promoters as public shareholders. The alignment with the Companies Act of 2013 removes ambiguities but increases compliance burden for listed companies.
The Reserve Bank of India regulates and supervises Non-Banking Financial Companies. The objectives are to ensure healthy growth, ensure they function as part of the financial system within policy frameworks, and maintain high quality supervision. This document provides clarification on regulatory changes and operational matters for NBFCs, the public, and other stakeholders through a question and answer format. Key differences between banks and NBFCs are that NBFCs cannot accept demand deposits or issue cheques, and deposit insurance is not available for NBFC depositors. Registration with RBI is mandatory for NBFCs, and there are requirements around minimum net owned funds, application process, and classifications of different types of NBFCs.
This document provides an overview of establishing and maintaining a Wholly Foreign-Owned Enterprise (WFOE) in China. It discusses the regulatory framework, legal status, capital requirements, feasibility study process, allowed business scopes, and procedures for setting up a WFOE. It also outlines the requirements for maintaining a WFOE, including annual audits, examinations, and tax compliance. The document serves as a guide for foreign investors on the process and ongoing obligations of operating a wholly foreign-owned subsidiary in China.
The document provides information on foreign exchange, accounts maintained in banks for foreign exchange (nostro and vostro accounts), documents used in foreign trade such as commercial invoices, certificates of origin, packing lists, bills of exchange, bills of lading, and bills of entry. It also discusses letters of credit including types of letters of credit, the mechanism of letters of credit, and discrepancies that may be found in shipping documents. Key terms related to letters of credit such as payment against documents, loan against imported merchandise, and import trust receipt are also explained.
A publicly traded company that has a class of securities registered under Section 12 of the Exchange Act or is subject to Section 15(d) must comply with SEC reporting requirements. This includes filing annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports for material events on Form 8-K. Smaller reporting companies have scaled disclosure obligations and extended deadlines to file certain reports. Failure to comply with SEC reporting requirements can result in enforcement actions and restrict the ability of shareholders to sell securities.
The document discusses recent amendments to the Companies Act of India through ordinances and rules related to significant beneficial ownership. Key points include:
- The Companies (Amendment) Second Ordinance, 2019 decriminalized certain offenses and increased certain penalties.
- Specified companies must file returns on payments to micro and small enterprises suppliers using the MSME Form to increase transparency.
- Individuals who hold a beneficial interest of 25% or more in a company, or have significant influence over it, must declare their interests to the company under new significant beneficial ownership rules.
This document provides an overview of key changes between the Companies Act, 1956 and the new Companies Act, 2013. It compares provisions around incorporation, share capital, deposits, charges, management and meetings. Some key changes include stricter due diligence for company incorporation, requirements for independent directors and key managerial personnel, limits on auditor appointments, provisions around related party transactions, and faster processes for mergers and restructuring. The new law aims to improve corporate governance and bring more accountability in company operations.
CIT Group reported a loss from continuing operations of $301.6 million for Q3 2008, driven by goodwill and intangible impairment charges related to its Vendor Finance segment. It continued progress on liquidity initiatives by refinancing debt, growing deposits, and limiting asset growth. Credit reserves were increased due to weakening economic conditions and higher non-performing assets, while operating expenses were reduced.
The document provides an overview of key provisions introduced under the new Companies Act 2013 relating to incorporation of companies, types of companies, share capital, prospectus and allotment of securities, debentures, holding-subsidiary relationships, acceptance of deposits, accounting standards and depreciation accounting. Some of the important changes introduced include more stringent norms for incorporation, provisions for one person companies and small companies, restrictions on acceptance of deposits, mandatory creation of debenture redemption reserve, and shift from block depreciation to component accounting.
This document outlines the checklist and compliance requirements for non-banking financial companies in India as per the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions. It defines key terms related to income recognition, classification of assets, and accounting standards. It also provides guidance on classifying investments as current or long-term and the process for inter-class transfers.
The Volcker Rule places limits on proprietary trading and investments in hedge funds and private equity funds by banking entities. It was approved in December 2013 and takes full effect in July 2015, though entities face various compliance requirements based on their size and activities. Larger entities must implement enhanced compliance programs involving metrics reporting, while smaller entities may only need to update existing policies. The rule presents a significant compliance challenge for banking entities as they prepare their implementation strategies.
During the first decade of the 21st century, capital markets in the Dominican Republic were considerably underdeveloped due to outdated corporate laws and a lack of reliable market data. While regulations for investment funds and private equity funds were introduced in the early 2000s, the necessary legal structures to properly regulate these funds were not established until 2011-2013. Private equity investment is seen as an innovative way for investors to diversify risks, but current regulations impose restrictions that could limit the growth of the private equity industry in the Dominican Republic's developing markets. Efforts to refine regulations and pass a new Capital and Securities Law may help address some challenges and better support the continued expansion of the country's capital markets.
This document summarizes the history and regulations around non-banking financial companies (NBFCs) and notified entities in Pakistan. It discusses how NBFCs were divided and regulated in 2002-2007. Key points include:
- NBFCs were divided and regulated by different bodies like SECP and SBP. The NBFC and Notified Entities Regulations of 2007 consolidated regulation of these entities.
- The regulations define NBFCs and notified entities and set rules around their establishment, operations, minimum capital requirements, investment limits, exposure limits, and other operational conditions.
- Additional provisions are outlined for specific types of NBFC business like leasing, investment finance services, housing finance, venture capital investment
The document defines and provides details about non-banking financial companies (NBFCs) in India according to regulations set by the Reserve Bank of India. Key points include:
- NBFCs are defined as non-banking institutions that conduct activities such as lending, acquisition of shares/securities, leasing, etc. but do not include businesses related to agriculture, industry or real estate.
- There are different types of NBFCs including loan companies, investment companies, asset finance companies, and residuary non-banking companies.
- NBFCs must register with the RBI and comply with various prudential regulations regarding public deposits, capital adequacy, exposure norms, and
This document discusses non-banking financial companies (NBFCs) in India. It defines NBFCs as financial institutions that provide banking services without a banking license. It classifies NBFCs based on their business activities and lists their major products. It then summarizes the financial performance of the NBFC sector from 2009-2010, noting growth in various areas. Finally, it discusses the future prospects of NBFCs and their importance in the Indian financial system.
House Members return to their districts this week while the Senate will not convene until January 21 for Inaugural Ceremonies. Congress passed a fiscal cliff deal negotiated by Biden and McConnell, representing the second step in deficit reduction after the 2011 Budget Control Act. The deal focused on $600 billion in tax increases but Republicans want further entitlement reforms in exchange for raising the debt ceiling. The House and Senate will consider reauthorizing education, workforce, and higher education laws as top priorities for the new Congress.
The document provides information on legislative activities for the week of July 9, 2012. It summarizes bills scheduled for consideration in the House and Senate that week related to veterans, the farm bill, appropriations, cybersecurity, and education issues. It also outlines regulatory actions and hearings scheduled related to education issues like No Child Left Behind waivers and the gainful employment ruling.
This newsletter summarizes recent court cases related to reinsurance:
1) The Third Circuit ruled that a reinsurer did not need to demonstrate prejudice from late notice of loss given by the reinsured in order to be relieved of indemnity obligations, applying New York law.
2) A New York federal court confirmed multiple arbitration awards in favor of a cedent, rejecting the reinsurer's arguments to vacate the awards.
3) A Wisconsin federal court transferred a dispute over arbitrator selection and consolidation to New York based on forum selection clauses in the reinsurance contracts.
The House and Senate will be in session this week considering various bills and resolutions. The House will consider legislation redesignating NASA facilities and an academic competition resolution. It will also consider the Violence Against Women Reauthorization Act. The Senate will consider the nomination of Robert Bacharach to be a federal circuit court judge. Barring congressional action, $85 billion in automatic spending cuts (sequestration) will go into effect on March 1st, with various agency impacts. Political negotiations continue over a potential agreement to avoid or replace sequestration.
A Christine Martin Comp 100 Final Projectcmbmartin
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This document presents an agenda to compare products from Dell, HP, and Gateway. It includes links to product pages for speakers included with a keyboard and mouse from Dell for $754.96. It also provides links to monitor and keyboard/mouse/speaker products from HP and Gateway. The document aims to present, compare features of, and create a chart for the products listed from the three companies.
Federal Financial Institutions Examination Council (FFIEC) Releases Proposed ...Patton Boggs LLP
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The FFIEC has released proposed guidelines for financial institutions' use of social media to address risks. The guidelines recommend financial institutions implement social media risk management programs including governance, policies, employee training, oversight, and reporting. The FFIEC is seeking public comments on the proposed guidelines by March 25, 2013 to ensure all relevant risks are addressed.
Treasury Issues Binding Guidance on Medical Device Excise TaxPatton Boggs LLP
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The Treasury Department issued final regulations and interim guidance on the new 2.3% excise tax on medical devices. The final regulations provide additional details on determining whether devices qualify for the retail exemption. The interim guidance provides constructive sales price safe harbors and treats licenses of medical devices as leases subject to the tax. The guidance also addresses donations, convenience kits, and provides penalty relief for the first three quarters of deposits.
The SEC proposed regulations to implement securities crowdfunding under the JOBS Act. The regulations create rules for companies conducting crowdfunding campaigns and establish a regulatory framework for new "funding portals" that will facilitate the campaigns. The rules aim to balance facilitating small business financing through crowdfunding while also protecting investors. Key aspects of the rules include investment limits for investors based on income and net worth, required disclosures for companies seeking crowdfunding, and oversight of funding portals conducting the campaigns.
The JOBS Act eases several securities laws and regulations to promote capital formation for small companies and startups. It allows general solicitation for Rule 506 private offerings, increases the limit for Regulation A "mini-IPOs", and enables equity crowdfunding. The Act also creates a new category of "Emerging Growth Company" that benefits from reduced disclosure and reporting requirements during their IPO process and for up to five years as a public company. Implementation depends on final SEC rulemaking but the JOBS Act aims to stimulate the economy by lowering barriers for small businesses seeking to raise funds.
SEC proposes streamlining disclosure requirements for certain registered debt...Azhar Qureshi
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The SEC proposed amendments to simplify financial disclosure requirements for companies conducting registered debt offerings involving subsidiaries. The proposals would expand exceptions to separate financial statement requirements, replace condensed financial information with summarized data, and reduce the periods of disclosure. The SEC aims to encourage more registered debt offerings and reduce costs of capital through more streamlined rules.
Explores:
-IPO Process
-Impact of JOBS Act
-Quiet Period
-Management
-Board of Directors
-Corporate Governance
-Corporate and Capital Structure
-Equity Incentives
-Financial and Audit Matters
-Getting Started
-SEC Review
-Life as a Public Company
The document summarizes the key changes introduced in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into effect in December 2015. Some of the major changes include more stringent corporate governance requirements for listed companies, mandatory registration of share transfer agents with SEBI, enhanced disclosure obligations for events and financial results, restrictions on reclassification of promoters, and new provisions regarding dividend payments, preservation of documents, and responsibilities of stock exchanges. The regulations aim to consolidate various listing requirements for different types of securities into a single document to improve transparency and protect investor interests.
The document provides a summary of the JOBS Act, a US regulation intended to encourage companies to raise capital. Key provisions include increasing the number of shareholders before registration, allowing $1 million to be raised through crowdfunding, reducing disclosure requirements for emerging growth companies for 5 years after an IPO, and lifting the ban on general solicitation for some private placements. The act also raises the limit for Regulation A securities offerings from $5 million to $50 million. Implementation of various titles is ongoing, with some provisions already in effect and others expected in mid-2013.
The document provides a summary of the JOBS Act, a US regulation intended to encourage companies to raise capital. Key provisions include increasing the number of shareholders before requiring SEC registration, allowing $1 million to be raised from crowdfunding, and reducing disclosure requirements for emerging growth companies for 5 years after an IPO. The act also lifts bans on general solicitation, raises Regulation A limits to $50 million, and increases thresholds for private company registration. Implementation of various titles is ongoing as the SEC develops new rules.
The document is a regulatory update from the Confederation of Indian Industry (CII) providing information on domestic and global regulatory changes. It includes summaries of updates from the Securities and Exchange Board of India (SEBI) regarding non-compliance by listed companies, permitting certain clauses in shareholder agreements, regulations for listing small and medium enterprises on an institutional trading platform, and streamlining investor grievance redressal. It also provides summaries of draft rules released by the Ministry of Corporate Affairs on deposits, the Serious Fraud Investigation Office, and other matters. The update covers changes between September-October 2013.
IPOs in India, USA and Europe along with the valuation using FCFE and FCFF mo...Saurabh Trivedi
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Comparative Analysis of IPOs in India, USA and Europe. Valuation of 6 firms which went for the IPOs recently in these countries using FCFE and FCFF valuation techniques.
Regulation D provides rules for private placements of securities without registration with the SEC. Rule 506 allows companies to raise an unlimited amount from accredited investors, while Rule 504 and 505 limit offerings to $1 million and $5 million respectively. The JOBS Act amended Rule 506 to allow general solicitation as long as all buyers are accredited. Regulation D defines key terms like accredited investors and establishes filing requirements to qualify for its exemptions from registration.
Solution Manual Advanced Accounting 9th Edition by Baker Chapter 14Saskia Ahmad
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President Signs the JOBS Act into Law to Simplify Capital Formation
1. PRESIDENT SIGNS THE JOBS ACT INTO LAW TO SIMPLIFY
CAPITAL FORMATION
A. Introduction
President Obama signed into law last week the Jumpstart Our Business Startups Act (the “JOBS
Act”). This new legislation is intended to spur job creation and economic growth by making it
easier for smaller companies to raise public and private capital in the U.S. financial markets.
Among the most significant provisions in the JOBS Act is the creation of a new category of
issuers called “emerging growth companies” (“EGCs”) that would be exempt from certain
regulatory requirements for a limited period of time in an effort to encourage them to go public
in the U.S. The JOBS Act also includes other measures intended to ease private capital
formation.
In general, the JOBS Act:
• provides relief to EGCs from various requirements and other restrictions
applicable to initial public offerings (“IPOs”) and (on a transitional basis, for up
to five years) from certain public company periodic reporting obligations;
• removes the prohibition on general solicitation in connection with private
offerings effected pursuant to Rule 506 or Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), provided that sales are limited to
qualifying investors;
• alters the thresholds that trigger registration of an issuer’s securities under Section
12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including a different threshold for banks and bank holding companies;
• authorizes the Security and Exchange Commission (“SEC”) to increase the
amount permitted to be raised in a Regulation A offering from $5 million to $50
million in any 12-month period; and
• adds a “crowdfunding” exemption to the Securities Act.
Many of the JOBS Act’s provisions became effective upon signing by the President on April 5,
2012.
A summary of the JOBS Act’s more significant provisions are described below.
B. Facilitation of Capital Formation by “Emerging Growth Companies”
The JOBS Act creates a new category of issuer, the EGC, that provides for modified disclosure
obligations and flexibility in other requirements in connection with such issuer’s IPO, as well as
2. providing for certain disclosure obligations and other requirements to be phased in over a five-
year period following the issuer’s IPO.
An EGC is defined as an issuer with total annual gross revenues of less than $1 billion (subject to
inflation adjustments by the SEC every five years) during its most recently completed fiscal year.
All companies that qualify as EGCs will have the option to pursue an IPO process that is
intended to be more streamlined than what current rules require. An EGC retains its status until
the earliest of:
• the last day of the fiscal year during which it had total annual gross
revenues of $1 billion or more;
• the last day of the fiscal year following the fifth anniversary of the issuer’s
IPO;
• the date on which the issuer has, during the previous three-year period,
issued more than $1 billion in non-convertible debt; or
• the date on which the issuer is deemed to be a “large accelerated filer,” as
defined in Rule 12b-2 under the Exchange Act.
In connection with the registration of securities in an IPO and with respect to its ongoing
disclosure obligations during the five-year phase in period after becoming a public company, an
EGC will enjoy the following exemptions from, and modifications of, disclosure requirements
and accounting and auditing standards, many of which became effective upon passage of the
JOBS Act:
• Reduced Audited Financial Statement Requirements, Selected Financial Data and
MD&A Disclosures.
- Audited financial statements will be required for only two fiscal years in
an EGC’s registration statement for its IPO.
- Selected Financial Data will be required for only the fiscal years that were
audited in an EGC’s registration statement for its IPO.
- Management’s Discussion and Analysis of Financial Condition and
Results of Operations will be required for only the audited years in an
EGC’s registration statement for its IPO.
• Testing the Waters--The JOBS Act permits an EGC or its agent to communicate
with potential investors, either orally or in writing, that are “qualified institutional
buyers” (“QIBs”), as defined under Rule 144A of the Securities Act, or
institutions that are accredited investors, as defined under Rule 501 of the
-2-
3. Securities Act, to determine whether such persons might have an interest in an
IPO or other contemplated securities offering, either prior to or after the date of
filing of a registration statement with the SEC with respect to such offering.
• Confidential Filing of Registration Statements--An EGC will be able to submit to
the SEC a draft registration statement for an IPO on a confidential basis and for a
confidential nonpublic review by the staff of the SEC, provided that the initial
confidential submission and all amendments thereto are publicly filed with the
SEC not later than 21 days before the date on which the issuer conducts a road
show.
• Say on Pay/Golden Parachute Disclosures-- An EGC will not be required to
comply with the say-on-pay and say-on-golden parachute requirements adopted
by the SEC pursuant to the requirements of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (“Dodd-Frank”).
• Internal Control Auditor Attestation--The requirement to file a report of its
independent registered public accounting firm on its internal control over
financial reporting will not be required for an EGC; however, an EGC will be
required to have internal control over financial reporting and its management will
have to report on the adequacy of the company’s internal control over financial
reporting after the company has filed with the SEC its first annual report on Form
10-K.
• Reduced Executive Compensation Disclosures--Executive compensation
information will be presented in the limited format required for “smaller reporting
companies.” (A “smaller reporting company” is a company with a public float of
less than $75 million as of the last day of its most recently completed second
fiscal quarter.) In addition, an ECG will not be subject to the rules that the SEC
adopts to implement the Dodd-Frank pay-for-performance and pay equity
disclosure requirements.
• Exemption from Future PCAOB Rules--With respect to the audit of an EGC, the
JOBS Act exempts such company’s independent registered public accounting firm
from complying with any rules adopted by the Public Company Accounting
Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except
as otherwise required by SEC rule. The JOBS Act exempts EGCs from any
requirement adopted by the PCAOB for mandatory rotation of the accounting firm
or for a supplemental auditor report about the audit and the company’s financial
statements.
• Impact of Choice to Comply with Rules for EGCs--An EGC has the option of
choosing to comply with requirements that apply to public companies that are not
EGCs. If an EGC chooses to comply with any new or revised financial
-3-
4. accounting standard, however, it must advise the SEC of that choice and must
comply with all of the financial accounting standards that are applicable to
public non–EGCs and may not simply “cherry-pick” those that it wishes to
comply with.
C. Expansion of Regulation A Registration Statement Exemption for Public Offerings
of Up to $50 Million
The JOBS Act amends the small issuer exemption in Section 3(b) of the Securities Act to permit
the SEC to amend Regulation A to, among other things, increase the aggregate offering amount
of securities offered and sold within any 12-month period in reliance on such exemption from $5
million to $50 million. In general, the Regulation A exemption provides for the following:
• This exemption has been referred to as a “short form” registration because it
required the filing of an offering statement with the SEC, which is subject to
review by the SEC Staff and must be delivered to prospective investors.
• The Regulation A exemption is generally available for any United States or
Canadian entity that (i) has its principal place of business in the United States or
Canada and (ii) is not a public company subject to reporting obligations with the
SEC.
• Until now, Regulation A offerings did not preempt the state securities registration
laws, with the result that all applicable state securities law requirements had to be
complied with in addition to meeting the federal requirements.
Due principally to the offering size limit and state law issues, Regulation A has rarely been used
historically.
Securities covered by the new exemption include equity securities, debt securities, and debt
securities that are convertible or exchangeable to equity interests, including any guarantees of
such securities. Securities sold pursuant to the new exemption will preempt state securities
registration laws, only if (i) the securities are offered or sold on a national securities exchange or
(ii) the securities are offered or sold to “qualified purchasers” (as defined by the SEC). States
will retain jurisdiction with respect to fraud and deceit or unlawful conduct by a broker or dealer
in connection with an offering under this new exemption.
The new exemption will also permit issuers to solicit interest in the offering prior to filing any
offering statement pursuant to specified terms and conditions.
The new exemption will be subject to the requirement that the issuer:
• file audited financial statements annually with the SEC; and
-4-
5. • comply with any other terms or conditions established by the SEC, which may include
requirements that the issuer file with the SEC and distribute or make available to
investors an offering statement and post-offering periodic disclosures regarding its
business operations, financial condition, corporate governance principles, and other
matters.
In addition, the JOBS Act provides that the civil liability provision in Section 12(a)(2) of the
Securities Act will apply to any person offering or selling securities pursuant to the new
exemption.
D. Higher Shareholder Threshold for Exchange Act Registration
The JOBS Act increases the number of shareholders that can invest in a private company from
500 to 2,000, before triggering the registration requirements under the Exchange Act. Section
12(g) of the Exchange Act and the rules promulgated thereunder currently require an issuer to
register a class of equity securities with the SEC if, on the last day of the issuer’s fiscal year,
such class of equity securities is held of record by 500 or more persons and the issuer has total
assets of more than $10 million. Upon a company registering a class of equity securities under
Section 12(g) of the Exchange Act, all of the reporting and other requirements under the
Exchange Act apply with respect to that company.
The JOBS Act amends the registration threshold, with specific requirements for issuers that are
banks or bank holding companies and separate requirements for all other issuers.
• An issuer that is a bank or bank holding company will now become subject to
Exchange Act requirements if, on the last day of its fiscal year, the issuer has total
assets exceeding $10 million and a class of equity securities held of record by
2,000 or more persons.
• In the case of a bank or a bank holding company, the issuer will no longer be
subject to Exchange Act requirements if the number of record holders falls below
1,200 persons.
• For all other types of issuers, an issuer will now become subject to Exchange Act
requirements if, on the last day of its fiscal year, the issuer has total assets in
excess of $10 million and a class of equity securities held of record by either (i)
2,000 persons, or (ii) 500 persons who are not accredited investors.
• An issuer that is not a bank or a bank holding company will no longer be subject
to Exchange Act requirements if the number of record holders falls below 300
persons (which did not change from the specified threshold prior to the JOBS
Act).
-5-
6. The JOBS Act specifically amended the definition of “held of record” so as to not include
securities held by persons who received their securities pursuant to an employee compensation
plan in transactions exempt from federal registration requirements. The SEC is required to
amend its rules to implement that change in the definition of “held of record.” Additionally, the
JOBS Act directs the SEC to issue rules exempting securities acquired pursuant to the new
crowdfunding exemption (discussed below) from the minimum shareholder threshold for
Exchange Act registration.
E. Relaxed Manner of Offering Restrictions on Private Placements
The JOBS Act eliminates the prohibition on widespread advertising and other forms of general
solicitation in private securities offerings under Rule 506 of Regulation D or Rule 144A under
the Securities Act, provided that ALL purchasers of the securities are accredited investors (as
defined in Rule 501 of Regulation D) or qualified institutional buyers (“QIBs”) (as defined in
Rule 144A).
• Previously, advertising or general solicitation of prospective investors, such as by
publishing information about a private placement on the internet or through any
publication or broadcast, was not permitted.
• The JOBS Act now requires issuers of securities to take reasonable steps to verify
that purchasers are accredited investors or QIBs, using methods to be determined
by the SEC.
- Previously, it was sufficient for issuers to rely on investors self-certifying
that they qualified as accredited investors or QIBs. The SEC is required to
amend it rules to implement these changes.
In addition, the JOBS Act clarifies that Internet-based and other platforms that match prospective
investors with businesses raising capital will not be required to register as a securities broker due
to their matching services in connection with securities offered and sold in reliance on Rule 506.
• This exemption is ONLY available if the matching service and its personnel do
not receive compensation in connection with the purchase or sale of securities, do
not hold customer funds and are not subject to “bad actor” disqualifications.
F. Crowdfunding
The JOBS Act exempts from the Securities Act registration requirements certain “crowdfunding”
transactions. “Crowdfunding” is a new outgrowth of social media that describes a capital-raising
strategy whereby groups of people pool money, composed of small individual contributions, to
support accomplishment of a particular goal. Today, there is increasing interest in crowdfunding
as a means of offering investors an ownership interest in an early-stage or small company.
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7. Specifically, the new “crowdfunding” exemption promulgated by the JOBS Act:
• creates a new exemption that would permit non-reporting issuers to raise up to $1
million in reliance on the exemption within any 12-month period, with a
maximum investment per investor of:
- the greater of $2,000 or 5 percent of the investor’s annual income or net
worth within any 12-month period (if either the investor's annual income
or net worth is less than $100,000); and
- 10 percent of the investor's annual income or net worth, not to exceed a
maximum amount of $100,000 (if either the investor's annual income or
net worth is equal to or more than $100,000);
• requires that a transaction be conducted through a broker or “funding portal”
(defined as any person acting as an intermediary in a transaction involving the
offer or sale of securities for the account of others pursuant to this exemption that
meets certain conditions (including not offering investment advice or
recommendations, not soliciting purchases, sales or offers to buy securities
offered or displayed on its website or portal and not compensating employees and
others for such solicitation or based on the sale of securities));
• does not permit an issuer to advertise the terms of the offering, except for notices
that direct investors to the broker or funding portal;
• requires an issuer to file with SEC and provide to investors and the intermediary
specified information:
- about the issuer, including a description of the issuer's business,
anticipated business plan and financial condition, which would include
audited financial statements (if the offering, together with all other
offerings of the issuer pursuant to this exemption within the preceding 12-
month period have, in the aggregate, target offering amounts of more than
$500,000, or such other amount as the SEC may establish by rule);
- about the transaction, including the target offering amount, the deadline to
reach the target amount, the price, the use of proceeds and risks to
purchasers;
• provides for a civil liability provision for material misstatements in, or material
omissions from, an offering document or oral communications involved in the
offer or sale of securities;
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8. requires an issuer to file with the SEC, not less than annually, and provide to investors
reports of the issuer's results of operations and financial statements (as determined
appropriate by the SEC);
• treats securities offered as “covered securities,” thereby pre-empting registration
under state blue sky laws;
• requires the SEC, by rule, to exempt, conditionally or unconditionally, securities
acquired pursuant to this exemption from the provisions of Exchange Act Section
12(g);
• requires a person acting as a broker or funding portal intermediary to take certain
actions, including to:
- register with the SEC as a broker or funding portal and register with any
applicable self regulatory organization;
- provide such disclosures, including those related to risks and other
investor education materials, as the SEC by rule will determine
appropriate, and ensure that investors review such disclosures, affirm risk
of loss and answer various questions;
- take such measures to reduce risk of fraud, as will be established by the
SEC, including background and regulatory checks on directors, officers
and significant shareholders of issuers;
- make available to the SEC and to potential investors any information
provided by the issuer to investors and intermediaries, not later than 21
days prior to the first day on which securities are sold to any investor; and
- make such efforts as the SEC determines appropriate by rule to ensure that
no investor in a 12-month period has purchased securities offered pursuant
to this exemption that, in the aggregate, from all issuers, exceed the
investment limits set forth above;
• requires the SEC, by rule, to exempt, conditionally or unconditionally, a funding
portal that is a member of a national securities association registered under
Exchange Act Section 15A from the requirement to register as a broker or dealer
under Exchange Act Section 15(a)(1);
• restricts transfer of securities issued and sold under such exemption for one year
(unless the securities are resold to the issuer, an accredited investor, as part of a
registered offering or to a family member of the purchaser under limited
circumstances); and
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9. • requires the dollar amounts in such exemption, as well as those that govern the
type of financial information to be provided to investors and intermediaries, to be
adjusted by the SEC not less frequently than once every five years.
G. Effective Dates
Most of the provisions of the JOBS Act are effective immediately upon enactment, including the
exemption for EGCs and the availability of general solicitation and general advertising in Rule 506
offerings. Other provisions require implementation by rulemaking, such as the new exemption for
crowdfunding offerings and offerings that do not exceed $50 million. Senior SEC staff members have
indicated that the staff will likely provide guidance on effective date issues shortly after enactment.
This Alert does not constitute legal advice and counsel should be consulted regarding specific factual situations
which will determine the compliance advice applicable to any particular question regarding the subject matter. If
you would like additional information or advice and counsel on training, compliance or audits, please let us know.
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