Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
The 2012 JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff. The confidential process was...more
Following a lackluster 2022, the IPO market continued to flounder during 2023, partially attributable to ongoing macroeconomic uncertainty and geopolitical uncertainty, including sustained high interest rates, the banking...more
Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...more
On February 28, the Securities and Exchange Commission proposed a new rule under the Securities Act of 1933. The new rule 163B would expand the availability to follow-on and other registered offerings and to all issuers of...more
On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not...more
…submit a confidential draft registration statement for IPOs, as well as for most offerings made in the first year after going public, Corp Fin announced on June 29, 2017. Until now, that beneficial process, first permitted...more
On March 2, 2016, the Financial Services Committee will meet to mark up various proposed bills, including the following that relate to capital formation...more
At an open meeting this morning, the PCAOB voted to adopt new rules requiring audit firms to disclose, on new PCAOB Form AP — Auditor Reporting of Certain Audit Participants, the name of the audit engagement partner. The...more
As discussed in this PubCo post, HR 22, now called the “FAST Act” – it was the “DRIVE Act” and before that the “Hire More Heroes Act” – is not just about transportation and highways (as important as that may be). Buried in...more
Owners of pattern and three-dimensional marks should take note of the substantial burden of proving acquired distinctiveness of their marks through use throughout the European Union. On April 21, 2015, Louis Vuitton’s...more
Let’s just say that no one at the meeting of the SEC’s Advisory Committee on Small and Emerging Companies yesterday morning had anything nice to say about the SEC’s current disclosure regime, no matter where they sat –as a...more
Corporate governance has changed dramatically in the nearly 13 years since passage of the Sarbanes-Oxley Act of 2002 and in the nearly five years since enactment of the Dodd-Frank Wall Street Reform and Consumer Protection...more
The Small Cap Liquidity Reform Act (H.R. 3448) is scheduled for a vote on February 11th. The bill (which was approved by the House Financial Services Committee in 2013) would implement a pilot program during which EGCs would...more
The Jumpstart Our Business Startups (JOBS) Act became law just over one year ago. The JOBS Act seeks to encourage capital formation and reduce burdensome regulations on smaller issuers of securities. Since its enactment on...more
Nine months have passed since the Jumpstart Our Business Startups Act (the JOBS Act), a package of legislative measures intended to ease regulatory burdens on smaller companies and facilitate public and private capital...more