Coming out of the Great Recession, there was a rush by real estate sponsors to raise “blind pool” capital to take advantage of displacement and distress in the real estate market. From 2009 through 2010, 30 new public real...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
The North American Securities Administrators Association (NASAA), an organization of state and provincial securities regulators in the United States, Canada, and Mexico, recently issued an investor advisory warning...more
The US Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee (the “Committee”) released the agenda for its virtual meeting, to be held on Tuesday, August 2, 2022, and which plans to...more
Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more
The Securities and Exchange Commission (the “SEC”) amended and expanded its capital raising rules for Regulation Crowdfunding (“Regulation CF”) in November 2020, effective in March 2021, to increase the amount that a company...more
Financial institutions M&A sector trends: fintech — H1 2021 and outlook for H2 2021 - E-commerce and online financial services experienced exponential growth during the COVID-19 pandemic. The significance of digital...more
In the regular corporate world, the capital structure of a company usually means the ratio between the company’s equity (money the company’s owners invested in it) and debt capital (external funding injected into the company...more
Last week was a relatively quiet one for the online travel industry. Hopper garnered most of the headlines with its recent funding round (and accompanying $1 billion valuation). Enjoy....more
On November 2, 2020, the Securities and Exchange Commission adopted amendments intended to ease the rules for certain exempt offerings. These changes include increasing the annual cap on equity crowdfunding from $1.07 million...more
In the News. The Securities and Exchange Commission (SEC) adopted broad exempt offering reforms; the Department of Labor (DOL) finalized a rule, with significant revisions from the original proposal, on ESG investments; the...more
The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the...more
Right about now, many business owners are asking themselves – what’s next? How can I sustain my business? Where can I obtain additional financing? What if I need quick access to capital? Am I out of options?...more
On March 4, 2020, the Securities and Exchange Commission (SEC) published a release entitled “Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets” (the...more
On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more
The battle in federal court between the SEC and Telegram continues to progress at breakneck speed. The SEC commenced its action less than four months ago, on October 11, 2019, by seeking a temporary restraining order against...more
On January 14, 2020, the Securities and Exchange Commission’s (“SEC”) Office of Investor Education and Advocacy issued an Investor Alert urging investors to use caution before investing in “initial exchange offerings”...more
On January 23, 2020, the SEC’s Office of the Advocate for Small Business Capital Formation (the “Office”) hosted its first Capital Call, during which the Advocate for Small Business Capital Formation and Director of the...more
The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more
The Office of the Advocate for Small Business Capital Formation published its annual report to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the US House of...more
On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more
Rapid advances in blockchain technology are reinventing the way companies operate and deliver products and services to their clients. These changes are particularly visible in the mining & metals industry, a sector that has...more
After a surge in popularity and an increased interest from regulators, virtual currencies — also known as cryptocurrencies — have entered into a new phase in their relatively short history, with an increase in class actions...more
On July 24, 2018, the Securities and Exchange Commission (SEC) proposed amendments to the financial disclosure requirements in Rules 3-10 and 3-16 of Regulation S-X, in an effort to simplify and streamline disclosures by...more
On July 24, the SEC proposed amendments to Rule 3-10 of Regulation S-X for guarantors and issuers of guaranteed securities registered or being registered, as well as the financial disclosure requirements in Rule 3-16 of...more