Initial Public Offering

News & Analysis as of

Novartis and Qualcomm Form Digital Health Investment Company

Novartis Pharmaceuticals has announced it has formed a joint investment company with Qualcomm Ventures, the venture investment group of Qualcomm....more

2014 IPO Statistics: IPO Boom?

IPO recovery? Last year was the most active year for IPOs in the United States since 2000. That’s right: an astounding 275 IPOs were completed in 2014, topping the 2013 total of 222 by more than 23%. Total U.S. IPO proceeds...more

Some Multi-Unit Franchisees are Public Companies

While most of the private equity and public offering activity of franchise companies focuses on franchise brands and systems, every now and then a large, multi-unit franchisee will go public or seek private equity financing....more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

In This Report: - Introduction - The Basics - Background to Financial Statement Requirements - What Financial Statements Must Be Included in Public Offerings? - When Does Financial...more

2014 in IPOs

According to Renaissance Capital, there were 273 IPOs that raised $85 billion of gross proceeds. The number of offerings in 2014 increased by nearly 23% and the proceeds raised increased by 55% over 2013. Alibaba’s $25...more

Franchisor IPOs Were Strong in 2014

While private equity activity continued in strength in 2014, franchisors also launched initial public offerings (IPOs) in the last year. Recent IPOs of franchise companies include the following: ?Habit Restaurants Inc....more

Sol-Wind’s IPO Compared to YieldCos & Structures of Other MLPs

Yesterday, Sol-Wind filed its S-1 with the Securities & Exchange Commission for its listing on the NYSE. Its ticker symbol will be SLWD. Here is a link to my structure diagrams for Sol-Wind and comparisons of it to a...more

Blog: SEC proposes rule amendments to conform registration thresholds to JOBS Act thresholds

At the end of last week, the SEC issued a press release indicating that it had voted to propose various amendments to implement portions of the JOBS Act. (In a departure from the norm, the SEC did not hold an open meeting to...more

Financial Services Weekly News Roundup - December 2014 #3

Amendment to Swaps Push-out Provision of Dodd-Frank: Section 630 of the recently passed Consolidated and Further Continuing Appropriations Act, 2015 (“Omnibus Spending Bill” – see p. 249) amends Section 716 of the Dodd-Frank...more

This Week In Securities Litigation

The Second Circuit took center stage this week, handing down a decision which reversed the insider trading convictions of two remote tippees. The decision circumscribes tippee liability by defining the elements of a claim and...more

Tax Me Once - December 2014

A Creative – If Complex – Route to Tax Savings When Going Public For technology and other startups, going public can be doubly taxing—literally....more

Lee v. Pincus et al., C.A. No. 8458-CB (Del. Ch. Nov. 14, 2014) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery partially granted defendants’ motion to dismiss, holding that (i) plaintiff had stated a claim for breach of fiduciary duty against the Director Defendants because it was...more

Investment Trends in the Gaming Industry

Over the past decade, the gaming industry has evolved into one of the hottest sectors of mobile internet services. VentureBeat recently reported that in the trailing twelve months of Q3 2014, gaming accounted for $18 billion...more

2014 SEC and FINRA Enforcement Actions Against Broker-Dealers and Investment Advisers

The sheer number of enforcement actions brought against broker-dealers and investment advisers makes it challenging to keep up. In this alert, we divide this year’s most important cases against broker-dealers and investment...more

SEC Files Action Based on Misappropriation of Pre-IPO Shares

The SEC filed a fraud action based on the misappropriation of shares of a private firm held by investors through an LLC. The shares were then resold and reissued to other investors. SEC v. Kumar, Civil Action No. 23145 (N.D....more

October Digital Health Investments Dominated by Diagnostics and Therapeutics

Digital health companies raised just over $730 million through venture, private equity and angel investments in September, according to our latest analysis, bringing the total for the third quarter to approximately $1.3...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

California Healthcare Institute Releases 2015 California Biomedical Industry Report

The California Healthcare Institute and PricewaterhouseCoopers, LLP have released their 2015 California Biomedical Industry Report describing industry trends through 2014. The CHI report highlights the continued strength of...more

Waivers of IPO Lock-up

We have previously commented on the lock-up requirement in connection with IPOs and noted that it has become somewhat more frequent for underwriters to release issuers and/or their shareholders (including directors and...more

Lender-to-thy-Neighbor: P2P Lending in Perspective

Closely related to the crowdfunding phenomenon has been the evolution of the peer-to-peer (P2P) lending model. As the early standard-bearers of P2P prepare to enter the public markets, the model itself is poised for greater...more

Meeting of the Advisory Committee on Small and Emerging Companies

The SEC announced the next meeting of the Advisory Committee on December 17th, beginning at 9:30 a.m. The committee will focus on the interests and priorities of emerging and smaller public companies. ...more

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more

A Q&A With Digital Media Investors Part I: Digital Media Funding Trends

Foley Partner Beth Felder gathered a group of digital media investor experts – Don Dodge, Developer Advocate for Google, James Geshwiler, Managing Director of CommonAngels and Eric Hjerpe, Partner at Kepha Partners – at our...more

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, issued their respective annual updates to their proxy voting guidelines on November 6, 2014. As revised these guidelines have important implications...more

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