News & Analysis as of

Investment Adviser Initial Public Offering (IPO)

Proskauer Rose LLP

SEC Strengthens Regulation 13D-G Rules for Beneficial Ownership Reporting

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On October 10, 2023, the Securities and Exchange Commission adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The adopting release...more

Holland & Knight LLP

SEC Enforcement Continues SPAC Crackdown as Founder Trading Profits Generate Scrutiny

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Despite the frothy market for special purpose acquisition companies (SPACs) in 2021, companies considering such a transaction have been met recently with significant market headwinds, a short supply of suitable targets, the...more

Proskauer - The Capital Commitment

Regulators’ Increased Focus on GP-Led Secondaries and Continuation Funds

As IPOs and other traditional paths to liquidity for private assets have become more challenging, GP-led secondary transactions have emerged as a powerful and popular tool across closed-end private funds, leading to explosive...more

Goodwin

Federal Reserve Invites Public Comment on Proposed Principles for Large Banking Organizations to Manage Climate-Related Financial...

Goodwin on

Regulatory Developments - Federal Reserve Invites Public Comment on Proposed Principles for Large Banking Organizations to Manage Climate-Related Financial Risks - On December 2, the Federal Reserve announced that it...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: September 1, 2022

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Katten Muchin Rosenman LLP

Sweeping SEC Proposals Raise Significant Concerns for SPAC Market

On March 30, the SEC released comprehensive proposals for rule changes that would materially expand the liability regime for SPAC transactions, including by limiting the availability of a commonly used safe harbor for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Over 60 of the Nation’s Leading Law Firms Respond to Investment Company Act Lawsuits Targeting the SPAC Industry

Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because...more

Goodwin

Northern District of California Dismisses Shareholder Derivative Suit Concerning Lack of Diversity

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Northern District of California Dismisses Shareholder Derivative Suit Concerning Lack of Diversity; Delaware Court of Chancery Dismisses Stockholder Suit Against Medical Device Company for Failure to Plead Demand Futility;...more

Oberheiden P.C.

The SEC Investigation Process: An Overview

Oberheiden P.C. on

The U.S. Securities and Exchange Commission (SEC) investigates companies, brokerage firms, and individuals for a broad range of statutory and regulatory violations. These investigations can lead to civil or administrative...more

Skadden, Arps, Slate, Meagher & Flom LLP

Over 55 of the Nation’s Leading Law Firms Respond to Investment Company Act Lawsuits Targeting the SPAC Industry

Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because...more

Faegre Drinker Biddle & Reath LLP

SPAC Attack: The SEC Charges a SPAC for Failure to Launch

On July 13, 2021, the SEC announced charges against Stable Road Acquisition Company (“Stable Road”), its sponsor, SRC-NI, its CEO, Brian Kabot, Stable Road’s proposed merger target Momentus Inc.(“Momentus”), and Momentus’s...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Amends Disclosure Requirements for Business Description, Legal Proceedings and Risk Factors

Companies will need to address these amendments when preparing their future SEC reports to reflect the SEC’s changes to certain long-standing disclosure requirements. Items 101 (Description of Business), 103 (Legal...more

Orrick, Herrington & Sutcliffe LLP

Direct Listings May Pose Challenges for Cash Intensive Life Sciences Companies

Are direct listings a viable potential alternative for all companies seeking to go public?  The answer may likely be no, especially for early stage life sciences companies that are not household names. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

Vedder Price

FINRA Announces 2020 Exam Priorities

Vedder Price on

On January 9, 2020, FINRA released its 2020 Risk Monitoring and Examination Priorities Letter for its member firms. The exam priorities are organized into four categories: (1) sales practice and supervision; (2) market...more

Dechert LLP

FINRA Issues 2020 Examination Priorities

Dechert LLP on

The Financial Industry Regulatory Authority published its 2020 Risk Monitoring and Examination Priorities Letter (Priorities Letter) on January 9, 2020. The Priorities Letter identifies four core areas on which FINRA will...more

Latham & Watkins LLP

SEC Approves Amendments to FINRA’s New Issue Rules

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The amendments expand certain exemptions and provide additional guidance under Rules 5130 and 5131 with respect to equity IPO allocations. On December 19, 2019, the Financial Industry Regulatory Authority (FINRA) issued...more

Akin Gump Strauss Hauer & Feld LLP

January 1 Effective Date for FINRA IPO Allocation Rules Changes

On December 19, 2019, the Financial Industry Regulatory Authority, Inc. (FINRA) adopted amendments to Rules 5130 and 5131 (the “New Issues Rules”) to permit allocations of initial public offering (IPO) profits to certain...more

A&O Shearman

Amended FINRA IPO Allocation Rules to Take Effect on January 1, 2020

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On July 26, 2019, FINRA announced proposed changes to FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and FINRA Rule 5131 (New Issue Allocations and Distributions) to exempt...more

Wilson Sonsini Goodrich & Rosati

SEC Rejects NYSE Proposal to Allow Primary Direct Floor Listings

Last week, the New York Stock Exchange (NYSE) filed proposed rule changes with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Currently, direct listings...more

A&O Shearman

Southern District Of New York Dismisses Federal Securities Claims Against Asset Management Company For Failure To Adequately...

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On September 30, 2019, Judge Loretta A. Preska of the United States District Court for the Southern District of New York dismissed federal securities claims brought against a Japanese investment advisor and asset manager (the...more

White & Case LLP

SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements - And Provides Guidance on the Significantly Streamlined...

White & Case LLP on

On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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Just days after profiled Walmart’s efforts to keep pace with Amazon in the grocery biz, a whistleblower and former WM director of business development is accusing Walmart of issuing “misleading e-commerce results” and...more

Proskauer - The Capital Commitment

The Top Ten Regulatory and Litigation Risks for Private Funds in 2018

With the public equity markets at an all-time high and private equity fund raising setting new records, it might seem counter-intuitive to forecast litigation and regulatory risks. The opposite is true. Disputes typically...more

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