On July 1, 2024, the SEC adopted tailored disclosure requirements and offering processes for non-variable annuity contracts—specifically, for registered index-linked annuities (RILAs) and annuity contracts that offer fixed...more
Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more
This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for the calendar year ended 2023 and is intended to serve as a focused resource highlighting changes in disclosure...more
The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more
We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more
Amendments adopted by the U.S. Securities and Exchange Commission (SEC) have changed a variety of SEC rules, forms and schedules related to disclosure and payment of SEC filing fees. As summarized in an SEC fact sheet, the...more
[Editor's Note (1/25/22): This article includes an update regarding the amended rule proposal Nasdaq filed with the SEC in January 2022.] [Editor's Note (6/1/21): This article includes an update regarding a proposed rule...more
Thoughts on Recent SEC statements and Action on Enforcement Related to Decentralized Autonomous Organizations (DAO) - On November 10, 2021 the US Securities and Exchange Commission (the SEC) announced that it had halted...more
Securities and Exchange Commission Chair Gary Gensler was back on the Hill, this time testifying before the Subcommittee on Financial Services and General Government, US House Appropriations Committee. During his testimony,...more
In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more
On November 2, 2020, the Securities and Exchange Commission (SEC) amended several rules to harmonize requirements for exempt offerings, which will be effective in 2021 (60 days after publication in the Federal Register). The...more
As SPACs continue to barrel through 2020 at top speed, SEC has taken notice and we’ve already seen a number of remarks focusing on sufficient disclosure from Chair Clayton and Commissioner Lee. One area that does not seem to...more
On August 26, 2020, the Securities and Exchange Commission adopted sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more
Public issuers may benefit from the use of shelf offerings as an efficient, cost-effective alternative to Form S-1 in order to register shares as part of a primary offering, secondary offering, or as a benefit to its...more
WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome...more
An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more
In monitoring SEC comment letters, we came across a SEC comment letter recently made public. While we acknowledge the term “pro forma” is often used by registrants when adjusting their GAAP results to provide additional...more
On June 28, the SEC amended existing requirements for public operating companies and mutual funds regarding the use of eXtensible Business Reporting Language (XBRL) for financial statement information and risk/return...more
Special purpose acquisition companies (SPACs) have experienced a renewed popularity over the past couple of years due to favorable capital markets conditions. A SPAC is a publicly traded acquisition and investment vehicle...more
On June 28, the SEC adopted regulations that could reduce the reporting burden on middle market public companies. In summary, the SEC adopted amendments to the smaller reporting company (SRC) definition to increase the...more
Initial coin offerings so far have gone through two major phases in their brief lifespan. The initial phase flew under the regulatory radar in an explosion of deals that raised billions of dollars seemingly overnight and...more
The SEC has adopted a number of amendments to its forms and rules to reflect changes that resulted from the JOBS Act. The amendments will affect all public companies, including EGCs, as follows: All Domestic Public...more
Last week, Snap Inc. (“Snap” or the “Company”) – the parent company of the wildly popular app Snapchat (“Snapchat” or the “App”) – became a publicly traded company on the New York Stock Exchange in the biggest tech IPO since...more
The staff of the Securities and Exchange Commission recently issued interpretive guidance relating to the registration of the resale of shares sold to an investor pursuant to a private placement, if the issuer concurrently...more
Risk factors related to uncertainties resulting from possible policies that may be implemented by President-elect Trump have begun to appear in SEC filings...more