News & Analysis as of

Initial Public Offering Securities & Exchange Commission Disclosure Requirements

SEC Extends to Non-EGCs Process For Nonpublic Review of Registration Statements

by Hogan Lovells on

On June 29, the SEC announced that its Division of Corporation Finance will allow all companies to submit for nonpublic review draft registration statements relating to initial public offerings and other specified...more

Second Circuit Rejects First Circuit’s “Extreme Departure” Test for Assessing Materiality of an Alleged Omission of Interim...

In Stadnick v. Vivint Solar, Inc., 2017 WL 2661597 (2d Cir. June 21, 2017), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims for violations of Section 11 of the Securities Act of...more

Blog: What’s Up With The Declining Number Of IPOs?

by Cooley LLP on

At a meeting on Thursday of the SEC’s Investor Advisory Committee, a panel discussed the declining number of IPOs, a topic that seems to be top of mind for many in the securities arena. Of course, there’s a reason for that;...more

A Lofty Concept: Disclosure Effectiveness

by Morrison & Foerster LLP on

Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more

SEC Adopts Rules Implementing FAST Act Provisions

The U.S. Securities and Exchange Commission (SEC) recently approved interim final rules implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act that ease the financial statement disclosure...more

President Signs FAST Act (Updated December 10, 2015)

by Cooley LLP on

The President has signed the FAST Act into law. As previously discussed, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies,...more

Changes to the JOBS Act and SEC Disclosure Requirements

by Shearman & Sterling LLP on

Last Friday, President Obama signed into law the Highway Transportation Bill, otherwise known as the FAST Act. Among its many provisions, the Act includes changes to the JOBS Act, changes to SEC disclosure requirements and a...more

Crowdfunding Regulations

by Pepper Hamilton LLP on

On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more

Consider Refreshing Your Existing SEC Disclosure

by Baker Donelson on

As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more

What's Market? Update: Securities

by Goulston & Storrs PC on

Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

Fitbit Files for IPO: Cybersecurity Risk Disclosure

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

Regulation AB II: Second Time’s the Charm?

by K&L Gates LLP on

On August 27, 2014, following years of preparation, speculation and comment, the Securities and Exchange Commission (SEC) adopted Regulation AB II (Reg AB II). Reg AB II represents a response to requirements of Sections 939A...more

Structured Thoughts: Volume 5, Issue 5 - June 25, 2014

In This Issue: - The 1996 Morgan Stanley Letter: Re-imagined at the Age of 18 - Structured CDs – Goodbye Regulation DD, Hello Regulation DD - FCA Issues Fine in Relation to Structured Product...more

In Case You Missed It - Interesting Items for Corporate Counsel

by Stoel Rives LLP on

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

SEC Updates Guidance on Share-Based Compensation Disclosures in IPOs

On February 6, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) updated Section 9520 of its Financial Reporting Manual regarding share-based compensation disclosures in initial...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

Private Funds In Focus - Summer 2013

by Proskauer Rose LLP on

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

SEC Issues FAQs on Conflict Minerals and Resource Extraction

by Holland & Knight LLP on

On May 30, 2013 the SEC released 12 FAQs relating to disclosure regarding the use of conflict minerals, and nine FAQs relating to disclosure of payments by resource extraction issuers. Disclosure of the use of conflict...more

FINRA Releases Public Offering FAQs

by Dechert LLP on

FINRA, the largest independent regulator for all securities firms doing business in the United States, has released a set of FAQs relating to its review of public securities offerings filed on its Public Offering Filing...more

JOBS Act to Ease Capital Formation for Public and Private Companies and Reduce Regulatory Burdens on Emerging Growth Companies...

by Mintz Levin on

On April 5, 2012, after overwhelming bi-partisan support in Congress but criticism from regulators and investor protection groups, President Obama signed into law the Jumpstart Our Business Startups Act (the JOBS Act). The...more

Congress Has Adopted Legislation to Facilitate Public and Private Capital Formation by Emerging Growth Companies

by Proskauer Rose LLP on

Congress passed legislation that, if signed as expected by President Obama, will allow companies to raise capital more easily in both the private and public markets. As reported in our client alert dated March 14, 2012, the...more

House Passes JOBS Act—Legislation Would Facilitate Public and Private Capital Formation by Emerging Growth Companies

by Proskauer Rose LLP on

The U.S. House of Representatives has passed legislation that, if approved by the Senate and enacted into law, would allow companies to raise capital more easily in both the private and public markets. On March 8, 2012, the...more

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