News & Analysis as of

Private Placements

NYSE Withdraws Proposed Rule Allowing Listing Without an IPO

On June 19, 2017, the NYSE withdrew its proposed rule, originally issued on March 13, 2017, to modify the provisions regarding the qualification of companies listing on the NYSE to allow for a listing without an IPO. Section...more

Cannabis companies: Think twice about ‘Alternative Public Offerings’

by Thompson Coburn LLP on

As many cannabis industry watchers know, one of the primary challenges still facing cannabis businesses is access to capital, as we have discussed previously on Tracking Cannabis. Heavy regulation in the industry and...more

Financial CHOICE Act Aims to Open Capital Markets and Reduce Regulatory Burdens

On June 8, 2017, the House of Representatives passed, by a 233-186 party-line vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features...more

CSA Propose Amendments to Reduce Compliance Burden for Private Placement Reports on Form 45-106F1

On June 8, 2017, the Canadian Securities Administrators (CSA) published for comment proposed amendments to Form 45-106F1, the form used for private placement reporting in Canada. The proposed amendments are intended to...more

News Round Up - May 2017

by Morrison & Foerster LLP on

Reviving the U.S. IPO Market - A recent study based on work undertaken by the University of Florida found that the median age of companies going public in the United States in 1999 was 5 years. Between 20042016, the...more

The Effective Date of the New Issue Price Regulations is Near

by Locke Lord LLP on

On December 9, 2016, the United States Treasury Department published regulations (the “Issue Price Regulations”) setting forth new rules for the determination of the issue price of a tax-exempt bond issue. The Issue Price...more

Court Overseeing the Valeant Securities Litigation Issues a Highly Anticipated Decision Ruling that Alleged Misstatements in Rule...

In an April 28, 2017 ruling on a motion to dismiss in the In re Valeant Pharmaceuticals International, Inc. Securities Litigation (the “Valeant Litigation”), the U.S. District Court for the District of New Jersey addressed an...more

Nasdaq Report: Reigniting America’s Economic Engine

The Nasdaq recently published a report, titled “The Promise of Market Reform,” which sets out proposed structural changes that are intended to relieve some of the burdens associated with being a public company. The report...more

FINRA Announces Updates to Private Placement Filer Form

On April 21, 2017, FINRA announced updates to the Private Placement Filer Form (“Filer Form”) that FINRA members complete when submitting private placement filings under FINRA Rules 5122 (Private Placements of Securities...more

NYSE Issues Proposed Rule Allowing Listing Without an IPO

On March 13, 2017, the NYSE issued a proposed rule to modify the provisions regarding the qualification of companies listing on the NYSE to allow for a listing without an IPO. Section 102.01B of the NYSE Listed Company Manual...more

FINRA Solicits Comments on Rules Impacting Capital Formation and Proposed Changes to the Corporate Financing Rule

In what seems to be a bow to the Trump Administration, FINRA has issued Regulatory Notice 17-14 which broadly seeks comments on FINRA rules that impact capital formation. ...more

Bond Issues

by White & Case LLP on

France’s draft Ordinance and Decree of 30 January 2017 for improving the development of French law-governed bond issues The capital markets’ share of corporate financing, and of the economy in general, is growing year on...more

WORD OF THE DAY® – Big Boy Letter

by Latham & Watkins LLP on

Partner Roland Maass explains the term Big Boy Letter from the Book of Jargon® – European Capital Markets and Bank Finance. The Book of Jargon® – European Capital Markets and Bank Finance is one of a series of practice...more

China’s Securities Regulator Issues New Green Bond Guidelines

by Latham & Watkins LLP on

The China Securities Regulatory Commission (CSRC) released new guidelines (the Guidelines) on the issuance of green bonds on March 2, 2017, marking an important step in the development of what is now that world’s largest...more

Global IPO Guide - 2017 Edition

by Latham & Watkins LLP on

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United...more

Crowdfunding or Private Placement Memorandum?

by Gray Reed & McGraw on

Spurred by the frenzy of mid-century modern furniture of the 1950s and 1960s returning in popularity, a growing number of collectors are investing in and holding vintage furniture. Capitalizing on that craze, N. Stile Sune’s...more

FINRA Proposes Changes to Private Placement Filer Form

On March 17, 2017, FINRA filed with the SEC proposed changes to the Private Placement Filer Form (“Filer Form”) that FINRA members must complete when submitting private placement filings under FINRA Rules 5122 or 5123. The...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

by Dechert LLP on

UK Supreme Court Rules UK Parliament Must Approve Brexit Notice to EU - Under Article 50 of the EU Treaty, the process for the UK to leave the EU is commenced by service of a notice on the European Council, which starts...more

Regime for Marketing Foreign Funds in the UAE

by Morgan Lewis on

Exploring the rules governing marketing in the UAE of interests in foreign (non-UAE) funds, and in particular the various exemptions from the general requirement that such foreign funds be registered with the Securities and...more

Insider Trading Around Private Placements: Was Tom Price’s Investment Down Under Above Board?

On February 10, the Senate confirmed Representative Tom Price (R-GA) as Secretary of Health and Human Services, where he will oversee the U.S. Food and Drug Administration (FDA). His nomination has not been without...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

by Dechert LLP on

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

MEasure - Winter 2017

by King & Spalding on

Amendments to Foreign Fund Private Placement Exemptions in the UAE - In August 2016, the Emirates Securities and Commodities Authority (SCA), the federal securities regulator of the United Arab Emirates (UAE), adopted...more

Private Placement of Securities in Canada - Second Edition

by Bennett Jones LLP on

Securities regulation in Canada is a matter of provincial jurisdiction and each of the ten Canadian provinces and three territories has its own securities regulatory body, that enforces the relevant local legislation and...more

Late-Stage Private Placements

As we have reported in other blog posts, many successful privately held companies are able to raise funds from institutional investors at attractive valuations and defer their IPOs. While the exuberance regarding valuations...more

Loss of Foreign Fund Private Placement Exemptions in the UAE

by King & Spalding on

In August 2016, the Emirates Securities and Commodities Authority (SCA), the federal securities regulator of the United Arab Emirates (UAE), adopted new investment funds regulations (the 2016 Fund Regulations), which repealed...more

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