Public Offerings

News & Analysis as of

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

Introduction - The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

Introduction - The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

PCAOB Adopts Audit Engagement Partner Disclosure

On December 15, 2015, the Public Company Accounting Oversight Board (PCAOB) continued its pursuit of providing investors with improved audit transparency and audit accountability by adopting new rules requiring auditors to...more

Developments relating to Category 3 Offerings under Regulation S

One of the more vexing problems under Securities and Exchange Commission (SEC or the Commission) Regulation S involves its application to U.S. companies desiring to go public outside the United States. As is well known,...more

Rights Offering in Canada About to Get Easier

On September 24, 2015, the Canadian Securities Administrators (CSA) announced the adoption of amendments to the prospectus-exempt rights offering regime (Rights Offering Exemption) to create a more streamlined process and...more

SEC Obtains Admissions in Settlement With Grant Thornton

The SEC filed its third action in recent weeks in which admissions of fact were required as part of the settlement process. In this instances the firm also admitted its conduct violated the federal securities laws. In the...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2015

The SEC has finally adopted Regulation Crowdfunding, here, which was required by the Capital Raising Online While Deterring Fraud and Unethical Non-Disclosures Act of 2012 (. . . seriously). Its 686 pages belie the elegant...more

SEC Finally Adopts “Regulation Crowdfunding”

The SEC’s final crowdfunding rules, which are largely consistent with the proposed rules, provide broader access to capital for startups and small businesses, though concerns over cumbersome disclosure and regulatory...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933.  That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from...more

SEC Issues Final Rule on Crowdfunding, Proposes Amendments to Existing Rules to Facilitate Small Business Capital Raising

Last week, the U.S. Securities and Exchange Commission (SEC) adopted the final rule permitting crowdfunding, permitting investors to purchase securities over the Internet using a crowdfunding exchange, on October 30, 2015....more

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

Blog: Corp Fin Director Highlights Recent Issues In Public Offerings

At PLI’s Securities Regulation Institute this morning, Corp Fin Director Keith Higgins highlighted* some recent issues the staff has identified in the context of public offerings....more

The Small IPO

There have been any number of economic analyses demonstrating that the public markets remain inhospitable to smaller IPOs and blog posts (many, ours) lamenting the absence of smaller IPOs. Recently, in preparing for a...more

Financial Services Weekly News - October 2015 #3

Regulatory Developments: FINRA Requests Comment on Rules Relating to Financial Exploitation of Vulnerable Adults - On Oct. 15 FINRA published Regulatory Notice 15-37, requesting comment on proposed amendments to...more

Structured Thoughts: News for the financial services community, Volume 6, Issue 6

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more

Check the Cooperative System’s Regulation of Prospectus Offerings and Continuous Disclosure: Like It So Far?

The revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (Initial Regulations and, together with the CMA, the Consultation Drafts) have...more

Raising Capital? Don’t Forget about SEC Filings (It’s Not as Difficult as It Sounds)

The mention of "securities law and regulations" is a common, but daunting phrase that many entrepreneurs hear when they are attempting to raise money from investors for their companies. Under federal securities laws, any sale...more

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

SEC Busts Overseas Social Media Fraud

A settled SEC enforcement action describes an alleged interesting social media fraud. Two defendants that reside in India were alleged to have been behind the fraud. According to the SEC the scheme was an online...more

Global Tax News: Belgium Adopts New Fiscal Measures

The Belgian Parliament has adopted a Program Law containing a wide array of fiscal measures. The most salient of these measures are (i) the introduction of a transparency tax regime for physical and legal persons subject to...more

New Italian rules require filing with the Bank of Italy when issuing and offering financial instruments

The new Bank of Italy rules will apply from October 1, 2016. The Bank of Italy has implemented the provisions of article 129 of Legislative Decree no. 385 of 1 September 1993 (the Consolidated Banking Act or CBA) (the...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

SEC Expands its Focus in the Municipal Bond Market, Bringing First-Ever Charges Against an Underwriter for Pricing Violations...

Coming on the heels of the SEC’s first wave of settlements with underwriters as part of its Municipalities Continuing Disclosure Cooperation (“MCDC”) initiative, the agency has brought yet another precedent-setting...more

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