Initial Public Offering

News & Analysis as of

FINRA Publishes FAQs Regarding Research Conflicts of Interest in the Offering Process

In late May, FINRA published a set of Frequently Asked Questions regarding its equity research rule, which address interactions between issuers, research analysts, and investment bankers in various stages of the offering...more

Integration of Private and Public Offerings 2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

In re Dole Food Co., Inc.; A Going-Private Primer

In an August 27, 2015 decision, Vice Chancellor Laster of the Delaware Chancery Court found that the chief executive officer (David H. Murdock) and president and general counsel (C. Michael Carter) of Dole Food Co., Inc....more

Friend of the Court and Friend of the Little Guy? State Securities Regulators Tell D.C. Circuit in Amicus Brief that SEC’s...

On September 2, 2015, the North American Securities Administrators Association (NASAA) filed an amicus brief siding with Montana and Massachusetts in a bid to overturn the SEC’s new capital-raising rule, titled Regulation A...more

Shareholders sue mobile security firm for failing to disclose hacking incident before IPO

MobileIron, Inc. was sued late last week by shareholders in a proposed class action for allegedly failing to disclose a hacking incident just weeks before its initial public offering (IPO). The suit, filed on behalf of...more

AIM IPO: Legal top tips

An IPO can be a long process (3 to 6 months). The following 'top tips' can help smooth the process: A preliminary legal review of the company's key assets and liabilities (including, for example, tax liabilities) will...more

IPO Files Amicus Brief in Immersion Corp. v. HTC Corp.

Last week, in Immersion Corp. v. HTC Corp., the Intellectual Property Owners Association (IPO) filed a brief as amicus curiae in support of Plaintiff-Appellant Immersion Corp. In that case, the District Court for the...more

Joining the Main Market: A Field Guide for Applicants to the Main Market of the London Stock Exchange

In This Issue: The Main Market of the London Stock Exchange is one of the world’s longest established and most liquid markets trading the securities of nearly 1,300 companies from over 60 countries, including many of...more

Joining AIM: A Field Guide for Applicants to AIM, a Market of the London Stock Exchange: Update - August 2015

In this Issue: What is the Process for Admission to Trading on AIM? Publication of either a prospectus or an admission document. A prospectus is required where a company is offering shares to the public under...more

Regulation A+ deserves a “D” for Disappointment

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

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

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

Bitcoin Week in Review 07.20.15 – 07.24.15

Domestic Developments - Florida. Anthony Murgio and Yuri Lebedev, operators of bitcoin exchange service were arrested on July 21, 2015 for operating the exchange without a money transmission license. The U.S....more

Planning For Qualified Dividend Income When Taking Foreign Companies Public - Tax Update Volume 2015, Issue 2

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

NVCA reports VC-Backed IPO Activity Increase in Q2

A press release by the National Venture Capital Association (NVCA) and Thomson Reuters reports a significant jump in the number of VC-backed IPOs during the second quarter of 2015. The release notes a 59 percent increase by...more

FCPA Compliance and Ethics Report-Episode 175-Debra Bruce on new methods for law firm funding and its implications [Video]

In this episode I visit with Debra Bruce, Principle at Lawyer-Coach. She discusses the recent IPO of the English law firm Gately and alternative funding vehicles available to UK law firms. She explains how these new models...more

Acelity Reported to Plan $1 Billion IPO

San Antonio, Texas based medical device company Acelity LP Inc. is reported to be considering an initial public offering that could raise up to $1 billion, according to the Wall Street Journal. Acelity has reportedly...more

"Despite Decline in IPO Activity, US Capital Markets Remain Strong in 2015"

Although the number of U.S. IPOs in 2015 is down compared to this time last year, the U.S. equity and debt markets continue to remain strong. The number of follow-on equity offerings is up 41 percent from last year, with a...more

The Life Sciences Report - Spring 2015

In This Issue: - The Rise of Companion Diagnostics in Personalized Medicine: Challenges and Opportunities - Department of Justice Imposes More Than $110 Million in Fines on Medical Device Makers - Life...more

Venture Capital Coast to Coast – June 2015

As we reported in January 2015, 2014 was a banner year for venture capital on all fronts, from fundraising, to investment and exits – save, however, for the small drop in the number of deals versus the largest aggregate...more

Initial Public Offerings under the New UAE Commercial Companies Law

The long anticipated UAE Federal Commercial Companies Law no. 2 of 2015 (the “New Companies Law”) was issued on 25 March 2015 and will be in force by 1 July 2015, replacing UAE Federal Commercial Companies Law no. 8 of 1984...more

SEC Says Fantasy Stock Trading Violates Securities Laws; Charges Others for Selling Illegal Security-Based Swaps

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

FINRA Publishes Guidance on Research Conflict of Interest Rules

FINRA explains the risk levels associated with communications regarding potential investment banking transactions: from low to high to “unmanageable.” On May 27, the Financial Industry Regulatory Authority (FINRA)...more

FINRA Research Rule Guidance: The New Stages of Grief

Many market participants were left in a quandary following FINRA enforcement actions in connection with member firm research analyst “participation” in meetings with prospective issuers. Recently, FINRA published a handful...more

Blog: FINRA Issues Seven New FAQs Regarding Research Conflict-Of-Interest Rules

Last week, FINRA released seven new FAQs related to the research conflict of interest rules. In essence, FINRA analyzes the types of facts and circumstances that might be decisive in determining whether certain conduct or...more

Assessing cybersecurity risks and protecting consumer data before filing for an IPO in the age of the Internet of Things

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

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