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To explain amendments to the definition of “accredited investor” approved by the SEC in August 2020 and to describe the impact of the changes.

Explains how the amendments expand the pool of qualified investors in various subsections of the definition, explains related amendments, and then discusses the implications of the changes.

The amendments, among other things: (i) permit natural persons to qualify as accredited investors based on certain professional credentials or, for investments in private funds, based on “knowledgeable employee” status”; (ii) add LLCs and other specified entity types to the list of potentially-qualifying entities, and add a “catch-all” category for unspecified entities (although with different quantitative standards); (iii) add the term “spousal equivalent” to the definition; and (iv) codify certain related staff interpretive positions. In addition, the amendments revise the definition of “qualified institutional buyer” to include additional entity types to avoid inconsistencies with the new accredited investor definition.

Expert analysis and guidance from experienced securities attorneys who counsel clients on all manner of SEC regulatory policy matters.

The purpose of this paper is to study the reallocation of initial public offering (IPO) shares to retail investors, non-institutional buyers (NIBs) and qualified institutional buyers (QIBs). The authors examine how the reallocation process is related to the pricing decision of the underwriter. The authors also examine the long-run performance of the IPOs classified on the basis of the highest reallocation by retail investors, NIBs and QIBs.

The authors use regression analysis as well as 2SLS and three-stage least squares models to test the hypotheses. For long-run performance analysis, the authors adopt Carhart’s (1997) four-factor model.

First, the authors provide evidence that the reallocation of IPO shares for retail investors, NIBs and QIBs is frequent. Second, all three categories of investors are treated differently in the reallocation of underpriced shares. Third, the authors find that the reallocation and pricing strategies are interdependent and both the strategies are used by the underwriter to reward and favor retail investors for showing high level of demand. The authors find that in India, underwriters reward retail investors. Lastly, even though underwriters favor retail investors for reallocation, the authors find that IPOs which receive highest reallocation to retail investors perform poorly in the long run.

This paper is the first paper to show evidence of reallocation of IPO shares by underwriters for an emerging market. The paper is different from other papers as the regulatory regime present in the Indian markets is different from other markets.

The private placement is the principal alternative method of financing to an SEC registered offering. The private placement avoids registration under the Securities Act of 1933 (the “Securities Act”) with its concomitant costs and delays. It also avoids periodic reporting under the Securities Exchange Act of 1934 (the “Exchange Act”) for foreign private issuers. Issuers frequently resell their private placement securities abroad or to other qualified institutional investors. The combination of statutory exemptions, Rule 144A, Regulation S, and other SEC initiatives enable issuers to take advantage of these benefits

This study aims to examine the reaction of anchor investors (AIs) to pre-IPO earnings management (EM). The authors use the unique detailed bid data from the Indian anchor experiment. The authors also study the reputed AIs’ EM detection ability and pricing behavior in response to pre-IPO EM.

The authors use unique AI bid data for 169 Indian IPO firms. Utilizing the logistic regression and Tobit regression models with industry and year-fixed effects, the authors examine the relationship between various measures of AI participation and proxies of short-term and long-term discretionary accruals.

The authors document that pre-IPO EM is positively associated with the likelihood of anchor backing but negatively related to the likelihood of reputed anchor backing. The findings indicate that AIs are misled by pre-IPO EM, but reputed AIs are not. The authors also observe that reputed AIs, compared to the non-reputed, pay less than the upper band with increasing EM. The findings are robust to using various AI measures and EM proxies.

The findings have significant implications for regulators in the implementation of AI concept in non-anchor markets and better implementation of policies in existing anchor settings. Findings can also be relevant for non-institutional investors in the IPO domain.

This is one of the few studies on institutional investors' IPO bidding behavior in response to pre-IPO EM. However, this is the first study to analyze AIs' IPO bidding behavior in response to pre-IPO EM.

The objective of this paper is to investigate the role of information asymmetry in the equity selling mechanisms chosen by the firms from an important emerging market, India. Specifically, the authors look into the choice between the two most popular mechanisms of equity issues – rights issue and private placement of equity.

This study introduces three analyst specific variables as proxies of information asymmetry as the conventional proxies are fraught with several disadvantages. First, the paper tests the choice between rights issue and private placement using a binary logistic model. In the second approach the authors use rights issue and segregate the private placements into preferential allotments and qualified institutional placements and test the impact of information asymmetry using a multinomial logistic regression.

The outcome of this empirical exercise shows that only those firms facing lesser information problems choose rights issue of equity. Private placements are chosen by firms facing higher information problems to circumvent information costs. The results remain invariant even after segregating the qualified institutional placements from private equity placement as the firms with information disadvantage choose to place equity privately.

In contrast to the conventional studies that focus on the debt-equity framework, the authors argue that the impact of information asymmetry is applicable even at disaggregated levels of equity selling mechanism.

The aim of this paper is to provide excerpts of selected NASD actions in April, May, and June 2007.

The paper provides excerpts from NASD Notice to Members 07‐16, Frequently Asked NASD Financial and Operational Questions; 07‐17, NASD and NYSE Joint Release Regarding Special Measures against Specified Banks Pursuant to Section 311 of the USA PATRIOT Act; 07‐19, SEC Approves Amendments to Expand IM‐2110‐2 to include OTC Equity Securities; 07‐23, NASD Trade Reporting Requirements Related to Regulation NMS; 07‐24, New Requirement for the Reporting of Consolidated Short Interest Positions to the Intermarket Surveillance Group (ISG); 07‐25, NASD Provides Guidance Concerning Trade Reporting Obligations for Transactions in Foreign Securities and American Depositary Receipts; 07‐27, NASD Requests Comment on Proposed Rule 2721 to Regulate Member Private Securities Offerings; and 07‐28, SEC Approves Additional Mark‐Up Policy for Transactions in Debt Securities, Except Municipal Securities.

The paper finds useful indications of regulatory trends.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The NASD staff is aware of this summary but has neither reviewed nor edited it. For further detail and NASD contacts for each notice, as well as other notices and useful information, the reader is directed to www.nasd.com

The purpose of this paper is to review the principal provisions of the Jumpstart Our Business Startups (JOBS) Act, which was enacted in April 2012 and represents significant legislative reform of securities regulation in the USA.

The paper examines the modified US securities regulatory regime introduced for initial public offerings and SEC reporting by a newly designated class of smaller securities issuers referred to as “emerging growth companies” and summarizes reforms to the regulation of capital‐raising transactions by small issuers and other companies that are intended to facilitate the creation of new jobs by easing regulatory burdens.

The JOBS Act should meet its objective of providing emerging growth companies, at reduced cost, with an orderly transition from a private existence with relatively few securities‐law concerns to a public one with numerous compliance obligations. Companies also will have greater opportunities to access capital through the availability of additional exemptions from Securities Act registration and the elimination of some restrictions on offering‐related communications with investors. The relaxation or elimination of long‐accepted methods for minimizing fraud and abuse in securities offerings, however, could result in a significant increase in investment scams and other wrongdoing.

The paper provides expert guidance from experienced financial services lawyers.

This study aims to investigate the impact of intellectual capital (IC) on investor demand (i.e. subscription rate). The rise of the knowledge economy motivates us to investigate how the value added by the IC of the issuing firms affects potential investors’ responses.

This study investigates the impact of IC on initial public offering (IPO) subscription rates using 234 IPOs from March 31, 2010 to March 31, 2021. This study uses multivariate regression, including year and industry dummies, and conduct robustness tests with industry subsamples. Additionally, this paper uses an alternative demand proxy (i.e. listing day returns) and two-staged least squares to address endogeneity.

This paper documents an inverse relationship between investor demand and human capital efficiency alongside a positive correlation between investor demand and structural capital efficiency. Additionally, IC efficiency positively affects listing day returns, with individual investor demand significantly driven by institutional investors.

This study uses Pulic’s (2000) methodology for measuring IC and examines whether it reduces information asymmetry in the IPO market and encourages investors to subscribe to an issue. This study holds significant implications for IPO issuing firms, investors and regulators regarding the IC disclosure in the prospectus.

The purpose of this summary is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) Regulatory Notices and Disciplinary Actions issued from April to June 2009 and a sample of disciplinary actions during that period.

The paper provides excerpts from Regulatory Notice 09‐22, Personal Securities Transactions; 09‐25, Suitability and “Know Your Customer”; 09‐27, Member Public Offerings; 09‐30, Credit Default Swaps; 09‐34, Investment Company Securities; 09‐35, Municipal Securities.

Notice 09‐22: Sound supervisory practices require that a member firm monitor personal securities transactions outside of the firm by or for its associated persons. Notice 09‐25: Suitability obligations and know‐your customer obligations are critical to protecting investors. Notice 09‐27: The offering of securities by a member firm or a control entity of the firm in a private placement raises conflicts of interest and has been an area of regulatory concern in recent years. Notice 09‐30: Regulatory authorities are adopting measures to address system risk arising from credit default swaps (CDS), including risks to the financial system arising from the lack of a central clearing counterparty to clear and settle CDS; the SEC has approved a rule establishing an interim pilot program on margin requirements for CDS transactions. Notice 09‐34: As part of the process to develop a new consolidated rulebook, FINRA is requesting comment on a proposed rule regarding the distribution and sale of investment company securities. Notice 09‐35: FINRA recommends that firms engaged in municipal securities business review and, if necessary, modify their policies and procedures in light of changes to the Municipal Securities Rulemaking Board's (MSRB) Electronic Municipal Market Access system (EMMA) that take effect July 1, 2009, and changes to MSRB rules that went into effect June 1, 2009. FINRA also encourages firms to review the overall adequacy and effectiveness of their current policies and procedures for municipal securities activities generally, particularly those relating to the disclosure of material information, the suitability of recommendations to retail customers, and the general supervision of their municipal securities activities.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff is aware of this summary but has neither reviewed nor edited it. For further detail as well as other useful information, the reader should visit www.finra.org

Within the past few years, a new phenomenon has taken place among the world's leading microfinance institutions (MFIs) – entry into new capital markets through initial public offerings (IPOs). “Going public” launches MFIs into a new frontier, not only presenting challenges but also providing new opportunities for the institutions and the clients they serve.