News & Analysis as of

Corporate Issuers

Update on the New Prospectus Regime

by Dechert LLP on

As part of its Capital Markets Union action plan, in June 2017 the EU adopted the new Prospectus Regulation (2017/1129), which overhauls the prospectus regime and is intended to improve accessibility to capital markets for...more

Delaware Corporations – Don’t Authorize Too Many Shares, or “No Par Value” Shares

by Dorsey & Whitney LLP on

Occasionally, we will see Canadians or Canadian companies assume that they can authorize as many shares for issuance as they want when forming a Delaware corporation, or that they can authorize shares without par value....more

SEC Confidential Submission Procedures Expanded Beyond Emerging Growth Company Issuers Beginning July 10, 2017

Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more

SEC to Review Draft Registration Statements on a Nonpublic Basis

by Smith Anderson on

Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic...more

SEC to Permit All Issuers to Submit Confidential Draft Registration Statements

The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more

Collocamento diretto di azioni: La piattaforma di Borsa Italiana del mercato secondario a servizio del primario

by Latham & Watkins LLP on

Dal 3 luglio 2017 è possibile utilizzare la piattaforma del mercato secondario oltre che per le obbligazioni anche per l’offerta di azioni. Nuove opportunità per le offerte retail con nuovi ruoli (e responsabilità) per lo...more

California Finders Rule May Soon Take Effect

by Allen Matkins on

Nearly one year ago, the California Department of Business Oversight proposed regulations to implement the provisions of AB 667 (Wagner). The bill, which was enacted in 2015 and took effect last year, created a new exemption...more

New Rule 147A And Amendments To Rule 147 Are Now Effective

by Allen Matkins on

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A. See Will New Rule 147A Lead To A...more

Five Things to Consider Before Launching a Crowdfunding Offering

by Smith Anderson on

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments...more

FINRA Announces Proposed Amendments to Modernize Corporate Financing Rule

The Financial Industry Regulatory Authority, Inc. (FINRA) has proposed the first major overhaul since 2004 of its rule regulating public offerings, titled “Regulatory Notice 17-15”....more

Securities Litigation Alert: District Court Says Indirect Purchasers of Shares Can Bring Fraud Claims Against Private Company and...

by Fenwick & West LLP on

In a case with important implications for late-stage private companies, a federal magistrate judge ruled last week that investors in funds holding private company securities can bring fraud claims against the issuer of the...more

SEC Announces New Changes to Covers of Periodic Reports and Registration Statements

by Sullivan & Worcester on

The SEC adopted technical rule and form amendments under the JOBS Act that impact almost every periodic report and registration statement by adding an additional “check the box” item on the covers (as well as the introductory...more

The Danger of Paying Finder’s Fees to Unregistered Broker-Dealers

by Dorsey & Whitney LLP on

We get asked from time-to-time whether it is advisable for issuers to pay fees to unregistered “finders” for introducing potential investors in the United States to the issuer in connection with securities offerings. The...more

How effective are the UK's primary markets? FCA reviews the effectiveness of the primary markets and proposes technical...

by Hogan Lovells on

Reviewing the structure of the UK's primary markets - The FCA is reviewing the structure of the UK's primary markets to ensure that they continue to meet the needs of investors and issuers. As part of its review, the...more

Saudi Arabia Update - February 2017

by Dentons on

Legal developments - Fines and penalties for employers - This month witnessed increased pressure on employers in Saudi Arabia in the form of fines and penalties, including...more

Regulation Round Up - February 2017

by Proskauer Rose LLP on

The FCA and PRA announced changes to enforcement process with the aim of strengthening the transparency and effectiveness of enforcement decision-making processes. Some of the changes have already come into force, the rest...more

SEC Issues No Action Letter Regarding Canadian Companies’ Registration of Rights Offerings on MJDS Form F-7

by Dorsey & Whitney LLP on

In December 2015, the Canadian Securities Administrators (CSA) announced an amended regime for a prospectus-exempt rights offering in Canada. This amended regime allows certain public companies in Canada to conduct a...more

Debt Dialogue: January 2017

This month’s issue of Debt Dialogue address handover of records to a substitute collateral manager (in the Tilton litigation), the EU bail-in rules, the interplay of Section 3(c)(7) of the Investment Company Act and rights of...more

I Deliver Some Round Observations About California’s Rounding Rule

by Allen Matkins on

Yesterday’s post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits...more

Minnesota’s First Crowdfunding Portal Approved, But The Question Remains: Will Anyone Actually Use It?

On November 9, 2016, the Minnesota Department of Commerce approved the first crowdfunding portal operator, VentureNear.com, under the crowdfunding legislation known as MNvest. As soon as the portal is populated with...more

Four Eye-Opening New C&DIs Issued by the SEC’s Division of Corporation Finance

The SEC’s Division of Corporation Finance released four new compliance and disclosure interpretations (C&DIs) on November 17th addressing aspects of offerings under Regulation A and Regulation D. The staff’s new...more

New C&DI’s on Fee Calculations and Form S-8

The SEC issued three new C&DIs on fee calculations: Question 240.11 - Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options. ...more

SEC Staff Issues C&DI on Form S-3 Transaction Requirements

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance in the form of Compliance and Disclosure Interpretation Question 116.25 (C&DI...more

Issuer Reporting and Disclosure Remains Focus of SEC and Other Regulators

by Perkins Coie on

In a recent speech, SEC Enforcement Director Andrew Ceresney confirmed the SEC’s continued pursuit of investigations and enforcement actions relating to issuer reporting and disclosure, an area that remains a high priority...more

SEC's Filing Fees Increase 15 Percent Effective October 1, 2016

by Stinson Leonard Street on

On August 31, 2016, the Securities and Exchange Commission (SEC) announced that in fiscal year 2017, the fees that public companies and other issuers pay to register their securities with the SEC will be increased from...more

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