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Frequently asked questions about at-the-market offerings

What is an "at-the-market" offering? - An "at-the-market" offering is an offering of securities into an existing trading market for outstanding shares of the same class at other than a fixed price on, or though the...more

10/16/2017  /  Due Diligence , Regulation M , SEC , WKSIs

Treasury Report, Part II: Regulation of the Capital Markets

The U.S. Department of the Treasury (“Treasury Department” or “Treasury”) issued its second report (of four reports), titled “A Financial System that Creates Economic Opportunities, Capital Markets” (the “Report”). The...more

The Fiduciary Rule Poll

The US Department of Labor’s (DOL) fiduciary standard rule has been befuddling the financial services industry for the past seven years. In its simplest form, it increases accountability for the brokers, planners and...more

SEC Chair Clayton’s Testimony

Earlier in the week, SEC Chair Clayton provided testimony in Congress regarding the Commission’s agenda. In his testimony, Chair Clayton noted that the Commission remains focused on regulatory initiatives required by the FAST...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 7

LIBOR: The End Game - Since the announcement on July 27, 2017 by the UK Financial Conduct Authority (the FCA) that the LIBOR rate would be phased out after 2021, much has been written about the complications of switching...more

Investor Advisory Committee Meeting

The SEC’s Investor Advisory Committee announced its next meeting on October 12, beginning at 9.30 am. The agenda for the meeting includes remarks from Commissioners; a discussion regarding blockchain and other distributed...more

Venture Capital Valuations

In a recent paper, “Squaring Venture Capital Valuations with Reality,” authors Will Gornall and Ilya A. Stebulaev review and consider valuations for a sample of unicorns. The valuations are on average 49% above fair value...more

A Conversation with the Division Director

At the September 15, 2017 meeting of the American Bar Association, the Director of the Division of the SEC’s Corporation Finance provided some comments regarding the Division’s work and priorities. Mr. Hinman reiterated the...more

FERF Report on EGC Status

Recently, the Financial Executives Research Foundation (FERF) published a white paper titled, “Growing Past Emerging Growth: Five Years After the JOBS Act,” which highlights areas of focus for emerging growth companies (EGCs)...more

Roundtable on Access to Capital Letter

The IPO Task Force seems to have come together again. The Center for Capital Markets released a letter dated August 22, 2017 addressed to the Treasury Secretary setting out a few suggestions, which are quite similar to those...more

Update to Registration Statement Processing Procedures

The Staff of the SEC also recently updated the procedures relating to nonpublic review of draft registration statements. Specifically, the following guidance was added...more

SEC Staff Guidance on Financial Information in Registration Statements

The Staff of the Division of Corporation Finance recently posted additional guidance regarding the financial information that an EGC may omit from its draft registration statements, as well as guidance for non-EGC issuers. ...more

News Round Up - August 2017

SEC Permits Draft Registration Statements for All Initial Public Offerings and Direct Listings - On June 29, 2017, the Securities and Exchange Commission (SEC) announced that the Division of Corporation Finance will permit...more

Tax Talk: Volume 10, Issue 2

EDITOR’S NOTE - With the failure of health care legislation to “repeal and replace” the Affordable Care Act, eyes in Washington, D.C. are now turning to tax reform. Since Congress plans to take August off, any real tax...more

8/15/2017  /  Audits , IRS , Partnerships , REIT , Tax Court , TEFRA

FAQs about Liability of Public Companies and Companies in Registration for Website and Social Media Content

Understanding a Company’s Potential Liability under the Securities Laws for Website Content - These FAQs address the ways in which company websites and social media platforms can give rise to securities law liability,...more

Confidentially Speaking, This Could be a Big Deal: The Commission’s Approach to Confidential Submissions

Even amidst all the other news crowding the headlines these days, it would be hard to miss the many stories discussing the U.S. initial public offering (“IPO”) market. By now, the trends are well-reported. Many promising U.S....more

Access to Capital and Liquidity

The SEC’s Division of Economic and Risk Analysis (DERA) recently produced a Report to Congress regarding the impacts of the Dodd-Frank Act on access to capital for consumers, investors, and businesses, and market liquidity. ...more

Securities Offerings and Communications: Is the Integration Bogeyman Dead

In our Practising Law Institute treatise Exempt and Hybrid Securities Offerings, we refer to the concept of “integration” under the securities law as a bogeyman of sorts for practitioners. In this day and age of tweets and...more

Congressional Hearing: The Cost of Going Public

On July 18, 2017, the House Subcommittee on Capital Markets, Securities and Investments held a hearing and heard testimony regarding the regulatory burdens facing public companies in the United States that may result in...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 6

Canadian Bail-in and TLAC Rules: Impact on Structured Notes Offered in the United States - Introduction - In June 2017, the Canadian government released draft regulations relating to “bail-in instruments” issued by...more

Commissioner Stein Speech

Securities and Exchange Commissioner Stein, speaking on the same day as Chair Clayton, in a speech that addressed principally market structure issues also made a number of observations on the current state of the markets....more

SEC Chair Addresses Capital Formation

In a speech earlier today, July 12, 2017, Securities and Exchange Commission Chair Clayton discussed the Commission’s guiding principles. In his comments relating to disclosure requirements, Chair Clayton noted that “the...more

Investor Advocate’s Report

Recently, the SEC’s Office of Investor Advocate released the report it is required to file with the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the House of...more

News Round Up - June 2017

More on the IPO Market from the SEC Investor Advisory Committee - The SEC Investor Advisory Committee devoted its June 22, 2017, session to a discussion of the decline in the number of U.S. IPOs. Chair Clayton addressed...more

SEC Staff issues FAQs on Confidential Submissions

The Staff of the Division of Corporation Finance has published these Frequently Asked Questions to assist issuers that are not emerging growth companies that would like to avail themselves of the confidential submission...more

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