FCPA Compliance and Ethics Report-Episode 175-Debra Bruce on new methods for law firm funding and its implications
Advanced Intellectual Property Strategies for Defending Your Life Sciences IPO
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Dual Track Process
Why Choose the Dual Track Process?
Navigating the Dual Track M&A/IPO– Part One
Form 10s as Alternatives to Traditional IPOs – Interview with Bill Hicks, Member, Mintz Levin
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
The Jobs Act: Confidential Filing
Ordinary investors have largely been excluded from opportunities to invest in tech startups due to federal securities laws. Under the Securities Act of 1933, issuers could sell their securities without burdensome disclosure...more
Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more
Where Qualified Dividend Treatment Is Important, Serious Consideration Should Be Given to Ensuring the Company Is Eligible for Treaty Benefits Before Taking It Public.
Dividends generally are taxed at ordinary income...more
The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more
In May of this year, Fitbit Inc. (Fitbit) filed for an Initial Public Offering (IPO) for upwards of $100 million. With more and more consumers using wearable devices, privacy concerns have skyrocketed. However, since 2011,...more
The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to...more
Fitbit, the fitness-tracking company with six wearable devices that track and collect data about things like calories burned, steps logged, “quality” of sleep and sleep patterns, heart rate, etc.) as well as web and mobile...more
2014 was a big year for initial public offerings (IPOs). According to Renaissance Capital, 273 companies took the plunge in 2014, the most since 406 companies went public in 2000. Gross proceeds of $85 billion were raised,...more
As we have noted in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more
On March 25, 2015, pursuant to a JOBS Act mandate, the SEC adopted amendments to Regulation A, exempting offerings now of up to $50 million and eliminating some of the impediments to use of the exemption....more
Last year the IPO market was overheating – a record number of initial offerings were conducted. Nevertheless, SEC Commissioner Daniel Gallagher gives the SEC a grade of “incomplete” in the area of capital formation in recent...more
On March 25, 2015, the Securities and Exchange Commission adopted final rules amending its Regulation A, i.e., the so-called “Regulation A+ Rules”. Regulation A has been a little used provision in the securities laws due to,...more
On March 25, the SEC adopted final rules to amend Regulation A, a current exemption from registration for smaller companies issuing securities. The new rules, which allow smaller companies to offer and sell up to $50 million...more
On March 25, 2015, in a long-awaited action by the SEC, the regulatory agency finally made a bold move intended to facilitate access to capital for entrepreneurial, high tech startups and other smaller companies. Pursuant to...more
On March 25th, the Securities and Exchange Commission (the “SEC”) adopted new rules to amend Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). The new rules, referred to as “Regulation A+,”...more
Last week, in connection with the meeting of the SEC’s Advisory Committee on Small and Emerging Companies, both Commissioner Aguilar and Commissioner Gallagher expressed interest in, and support for, a more thorough...more
The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging...more
At its meeting on March 4, the SEC’s Advisory Committee on Small and Emerging Companies approved its rather limited recommendations to update the definition of “accredited investor” as it applies to natural persons as found...more
Directors and Officers (D&O) liability and the insurance coverage issues presented by litigation arising from the same continued to be the subject of numerous judicial decisions at the state and federal level during 2014. The...more
This Growth Capital Investor article references Smith Anderson attorneys Benji Jones and Merrill Mason.
A company that focuses on micro-lending for independent builders in real estate is now the first Reg A issuer to...more
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
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
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
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
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
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