SEC Adopts Amendment to Shorten Settlement Cycle for Securities Transactions; Medical Device Company Files Reg A+ Offering, Seeks NYSE MKT Listing; and U.S. DOJ Fraud Section Publishes Guide to Evaluating Corporate Compliance Programs

by Jeanne Solomon

This week’s corporate law news roundup includes discussions of the SEC’s amendment of Rule 15c6-1(a) to shorten the settlement cycle for securities transactions to T+2, a Regulation A+ issuer’s plan to list its common stock on the New York Stock Exchange’s small-cap market, and the recent publication by the Fraud Section of the U.S. Department of Justice summarizing key topics and questions in evaluating corporate compliance programs.

SEC ADOPTS AMENDMENT TO SHORTEN SETTLEMENT CYCLE FOR SECURITIES TRANSACTIONS TO T+2

On March 22, 2017 the SEC changed its settlement rules so that “T+3″ will become “T+2″ effective September 5, 2017.  The SEC’s rules amended Exchange Act Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer securities transactions.  Currently, most broker-dealer securities transactions must provide for payment of funds and delivery of securities no later than three business days after the trade date (known as “T+3″) unless otherwise expressly agreed to by the parties at the time of the transaction.  The amended rule shortens the standard settlement cycle to two business days after the trade date (“T+2″).  For more information, see https://www.sec.gov/news/press-release/2017-68-0.

MEDICAL DEVICE COMPANY BECOMES FIRST REGULATION A+ ISSUER TO SEEK NYSE MKT LISTING

Myomo, Inc., a medical device company specializing in orthotics, is hoping to become the first Regulation A+ issuer to be listed on the New York Stock Exchange’s small-cap market (NYSE MKT).  In its offering statement for a Regulation A+ offering, which has been qualified by the SEC, Myomo disclosed its intent to apply to list its common stock on the NYSE MKT.  Before Myomo may commence trading on the NYSE MKT, the offering must be completed, Myomo must file a post-qualification amendment to the offering statement and Form 8-A registration statement, and the SEC must qualify such post-qualification amendment.  For more information, see https://www.sec.gov/Archives/edgar/data/1369290/000121390017001996/f1a2016a3_myomoinc.htm.

U.S. DEPARTMENT OF JUSTICE PUBLISHES GUIDE TO EVALUATING CORPORATE COMPLIANCE PROGRAMS

The Fraud Section of the U.S. Department of Justice Criminal Division recently published a summary of important topics and sample questions that it has frequently found relevant in evaluating a corporate compliance program.  The publication (entitled “Evaluation of Corporate Compliance Programs”) includes questions covering 11 topics including analysis and remediation of underlying misconduct; senior and middle management; autonomy and resources; policies and procedures; risk assessment; training and communications; confidential reporting and investigation; incentives and disciplinary measures; continuous improvement, periodic testing and review; third party management; and mergers and acquisitions.  For more information, see https://www.justice.gov/criminal-fraud/page/file/937501/download.

Withers Corporate Group

Withers' Global Corporate group helps corporate clients, large and small, new and long-established, public and private, worldwide to achieve business success or minimize business risk, in virtually every aspect of their business activities, operations and challenges. Our team has represented hundreds of private companies and over 100 domestic and foreign public companies, including NYSE, NASDAQ and OTC companies and public debt voluntary filers, with market caps ranging up to $10 billion and more — and handled more than $50 billion in transactions. We have represented companies, their owners or their financing parties in manufacturing, IT, biotech, pharmaceutical, internet, medical device, telecom, consumer products, entertainment, software, hardware, retail, media, mining, oil, petrochemical, chemical and many other sectors.

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About Withers Corporate Group

Withers' Global Corporate group helps corporate clients, large and small, new and long-established, public and private, worldwide to achieve business success or minimize business risk, in virtually every aspect of their business activities, operations and challenges. Our team has represented hundreds of private companies and over 100 domestic and foreign public companies, including NYSE, NASDAQ and OTC companies and public debt voluntary filers, with market caps ranging up to $10 billion and more — and handled more than $50 billion in transactions. We have represented companies, their owners or their financing parties in manufacturing, IT, biotech, pharmaceutical, internet, medical device, telecom, consumer products, entertainment, software, hardware, retail, media, mining, oil, petrochemical, chemical and many other sectors.

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