News & Analysis as of

Initial Public Offering (IPO) Securities and Exchange Commission (SEC) Regulation S-X

Paul Hastings LLP

SEC Adopts Long-Awaited SPAC Rules

Paul Hastings LLP on

On January 24, 2024, nearly two years after the SEC initially proposed industry-chilling rules overhauling the treatment of special purpose acquisition companies (“SPACs”) in their IPOs and de-SPAC transactions, the SEC...more

White & Case LLP

SEC Adopts Amendments to Auditor Independence Requirements

White & Case LLP on

On October 16, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The amendments modernize the rules and "more effectively...more

Proskauer Rose LLP

The SEC's New Disclosure Regime for Real Estate Acquisitions - A User's Guide for REITs

Proskauer Rose LLP on

The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with...more

Bass, Berry & Sims PLC

5 Interesting Takeaways from Uber Technologies’ IPO SEC Comments

Bass, Berry & Sims PLC on

While monitoring SEC comment letters, we recently came across the batch of SEC comment letters issued to Uber Technologies, Inc. in connection with its IPO registration statement that was declared effective on May 9, 2019. ...more

White & Case LLP

SEC Proposes Changes to Financial Disclosure Relating to Business Acquisitions and Dispositions

White & Case LLP on

On May 3, 2019, the Securities and Exchange Commission (the "SEC") proposed amendments to its rules governing disclosure of financial statements by public companies or in initial public offerings ("IPOs") in connection with...more

Skadden, Arps, Slate, Meagher & Flom LLP

US Government Shutdown Ends – SEC Issues Guidance to Address Significant Backlog of Filing Reviews and Shareholder Proposals

On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more

Sheppard Mullin Richter & Hampton LLP

The Effects of the SEC Shutdown on the Capital Markets

Although EDGAR continues to accept filings, the government shutdown has now eclipsed its 28th day and the SEC continues to operate with limited staff which is having a crippling effect on the ability of many companies to...more

Bass, Berry & Sims PLC

SEC Staff Says Avoid Titling Non-GAAP Measures with “Pro Forma” Unless S-X Article 11 Compliant

Bass, Berry & Sims PLC on

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

Polsinelli

SEC Updates and Simplifies Certain Disclosure Requirements

Polsinelli on

On August 17, 2018, the U.S. Securities and Exchange Commission (SEC) amended its rules to modernize and streamline certain disclosure requirements for public companies and those pursuing an IPO....more

Sheppard Mullin Richter & Hampton LLP

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

Foley & Lardner LLP

SEC Expands Use of Confidential Submissions of Draft Registration Statements

Foley & Lardner LLP on

The U.S. Securities and Exchange Commission (SEC) recently announced that, beginning on July 10, 2017, the Division of Corporation Finance (the Division) will permit all companies to submit draft registration statements, on a...more

Ballard Spahr LLP

SEC Adopts Rules Permitting Forward Incorporation by Reference on Form S-1 and Simplifying Disclosure Requirements for EGCs

Ballard Spahr LLP on

The Securities and Exchange Commission (SEC) has adopted interim final rules permitting smaller reporting companies, generally companies with a public float of less than $75 million, to incorporate by reference on Form S-1...more

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