Sullivan & Cromwell discusses Proposed SEC Rule Regarding Security-Based Swaps


On September 8, 2014, the Securities and Exchange Commission proposed a rule under the Securities Act of 1933 to provide that the publication or distribution of price quotes relating to security-based swaps that may be purchased only by eligible contract participants and are traded or processed through a national securities exchange or a security-based swap execution facility will not be deemed to constitute offers of such security-based swaps (or any guarantees of such security-based swaps), for the purposes of the registration requirements of the Securities Act. Comments on the proposed rule are due on or before 60 days from … Read more

Sullivan & Cromwell discusses SEC Amendments to Private Offerings Rules

On July 10, 2013, the Securities and Exchange Commission took action on three proposals relating to private offerings:

  • Adopted final amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act to eliminate the prohibition on general solicitation in offerings conducted under those rules, as mandated by Section 201(a) of the JOBS Act.
  • Adopted final amendments to Rule 506 to disqualify certain felons and other “bad actors” from participating in offerings under the Rule, as mandated by Section 926 of the Dodd-Frank Act.
  • Proposed additional amendments to Regulation D, Form D and Rule 156 under the Securities

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