News & Analysis as of

New York Stock Exchange Registration Statement

Sheppard Mullin Richter & Hampton LLP

United States Supreme Court Holds That Section 11 Plaintiffs Must Purchase Securities Issued Under the Registration Statement They...

In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15...more

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more

Skadden, Arps, Slate, Meagher & Flom LLP

Ruling on Issue of First Impression, Ninth Circuit Issues Decision on Statutory Standing in Direct Listing Cases

On September 20, 2021, in the first case by a U.S. Court of Appeals to have considered the issue, the Ninth Circuit U.S. Court of Appeals held that a shareholder plaintiff had statutory standing to pursue claims under...more

Latham & Watkins LLP

Ninth Circuit’s Slack Decision Forges New Ground for Securities Act Liability Related to Direct Listings

Latham & Watkins LLP on

The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings. The Slack Direct Listing Decision - On September 20, 2021, the US Court of Appeals...more

BCLP

SEC affirms NYSE rule changes allowing primary capital raises by issuers in direct listings

BCLP on

Yesterday, by another 3-2 vote, the SEC approved changes to NYSE listing rules relating to primary direct listings after conducting a “de novo” review following objections raised by certain investors and commentators. In...more

Jones Day

NYSE Reproposes to Permit Capital Raising in Direct Listings - Following two prior proposals during 2019, the New York Stock...

Jones Day on

The current proposal, which was submitted by the NYSE on June 22, 2020, would, like the prior proposal, allow a private company seeking to raise capital through a direct listing to satisfy the NYSE's market value requirement...more

Jones Day

NYSE Proposes Updated Rule Change to Permit Capital Raising in Direct Listings

Jones Day on

Less than a week after the U.S. Securities and Exchange Commission ("SEC") rejected a proposed rule change to permit primary capital raising in direct listings, the New York Stock Exchange ("NYSE") submitted an updated...more

Jones Day

SEC Rejects Initial NYSE Proposal on Capital Raising in Direct Listings - The rule change would have allowed companies to raise...

Jones Day on

On December 6, 2019, the U.S. Securities and Exchange Commission rejected a proposed New York Stock Exchange ("NYSE") rule change that would allow companies to raise capital in a direct listing...more

Wilson Sonsini Goodrich & Rosati

NYSE Files Revised Proposal to Allow Primary Direct Floor Listings

Yesterday, the New York Stock Exchange (NYSE) filed a revised proposal with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Last week, as discussed in our...more

Jones Day

NYSE Proposes a Capital-Raising Option in Direct Listings

Jones Day on

The Situation: Direct listings, through which a company lists its shares on a national stock exchange without conducting a traditional initial public offering ("IPO"), have received significant attention from the media and...more

Mayer Brown Free Writings + Perspectives

NYSE Proposes Allowing Companies to Raise Capital in Direct Listings

On November 26, 2019, the New York Stock Exchange (“NYSE”) filed with the Securities and Exchange Commission (“SEC”) a proposed rule change that would allow companies to simultaneously go public through a direct listing and...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

A&O Shearman

Governance & Securities Law Focus: Latin America Edition - November 2018

A&O Shearman on

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the third quarter of 2018 that may be of interest to Latin American corporations and...more

Mayer Brown Free Writings + Perspectives

Guidance on Direct Listings: NYSE Memo and FINRA Notice 18-11

On February 2018, the Securities and Exchange Commission (“SEC”) approved the New York Stock Exchange’s (the “NYSE”) proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE so...more

Dorsey & Whitney LLP

New Law Allows for Regulation A+ Offerings by Reporting Companies

Dorsey & Whitney LLP on

On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...more

Cooley LLP

Blog: It Takes A Unicorn? SEC Approves NYSE Rule Change To Facilitate Direct Listings

Cooley LLP on

The chatter has it that some unicorns are considering skipping the standard underwritten IPO in favor of a “direct listing.” Essentially, this process involves a registered sale by selling shareholders directly into the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

Morrison & Foerster LLP - JOBS Act

The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume XII, Issue 32

SEC/CORPORATE - SEC Approves NYSE Amendments Regarding Notice Related to Dividends and Stock Distributions - On August 14, the Securities and Exchange Commission approved a rule change which will now require New York...more

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