SEC Adopts Final Rules For Electronic Filing Of Form D By Issuers Of Private Offerings.The Securities and Exchange Commission ("SEC") has adopted final rules regarding the electronic filing of Form D by issuers in private offerings pursuant to Regulation D under the Securities Act of 1933, as amended. Beginning on September 15, 2008, issuers will have the option of filing reports on Form D either in paper form or electronically until March 16, 2009, when electronic filing becomes mandatory. In connection with the new electronic filing requirement, the SEC also established a reconfigured, 16-item format for Form D, which retains most (but not all) of the requirements of the current form and provides for the disclosure of some additional items of information. One new item to be disclosed in the electronic Form D is the CRD CRD See Central Registration Depository (CRD). number of any broker or broker-dealer that receives compensation in connection with the offering reported on the Form. The CRD number corresponds to a broker's or broker-dealer's record located in the Central Registration Depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. , a computer database of brokers and broker-dealers maintained by FINRA FINRA Financial Industry Regulatory Authority (formerly Securities Industry Regulatory Authority) . The inclusion (or omission, as applicable) of CRD numbers on the new form will clearly indicate whether or not persons receiving sales compensation are registered broker-dealers. As a result, issuers paying compensation to finders and other non-registered parties in connection with private offerings under Regulation D should be all the more careful how they engage and compensate finders in capital-raising transactions. Moreover, this new disclosure requirement could well facilitate more rigorous scrutiny by the SEC and state securities regulators of payments to non-registered persons or entities. If you have any questions regarding the new rules, including how they may affect your company, please contact one of the members of the Securities Law Practice Group or the lawyer in the firm with whom you are regularly in contact. This article is for general information and does not include full legal analysis of the matters presented. It should not be construed or relied upon as legal advice or legal opinion on any specific facts or circumstances. The description of the results of any specific case or transaction contained herein does not mean or suggest that similar results can or could be obtained in any other matter. Each legal matter should be considered to be unique and subject to varying results. The invitation to contact the authors or attorneys in our firm is not a solicitation to provide professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. and should not be construed as a statement as to any availability to perform legal services legal services n. the work performed by a lawyer for a client. in any jurisdiction in which such attorney is not permitted to practice. Duane Morris Duane Morris LLP is a law firm headquartered in Philadelphia, Pennsylvania. The firm employs more than 600 lawyers in 18 offices in the United States, as well as in offices in London, Singapore and Vietnam. LLP LLP - Lower Layer Protocol , one of the 100 largest law firms This list of the world's largest law firms by revenue is taken from The Lawyer and The American Lawyer and is ordered by 2006 revenue:[1]
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