Public Offerings

News & Analysis as of

New Capital Raising Alternatives for Non-SEC Reporting Companies: Regulation A+

Non-SEC Reporting US and Canadian companies may now raise up to $50 million in a 12-month period under an expanded exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under...more

SEC Adopts Enhanced Exempt Securities Offering Rules

As directed by Congress in the Jump Start Our Business Startups (JOBS) Act, the Securities and Exchange Commission has adopted rules substantially increasing amounts that companies can raise through exempt public offerings....more

This Week In Securities Litigation

The Department of Justice unsealed criminal charges against a U.K. trader who is alleged to have contributed to the flash crash almost five years ago. The trader is alleged to have manipulated the market for certain...more

A Change for the Better? The Arguments For and Against a Venture Exchange

With a total of 284 U.S. operating company IPOs in 2014, the U.S. securities market might appear to be on an upswing – after all, this was its biggest year since the dot com era ended in 2000. Nonetheless, this figure does...more

Venture Perspectives: Third Quarter 2014

New England Outlook - Quarterly Review of Seed, Series A and Series B/Later Round Financings - Included in this Issue: .. Activity Level of New England Transactions: Q3 2013 -Q3 2014 - All Rounds .....more

European Commission Publishes Report on the Exercise of the Power to Adopt Delegated Acts Conferred on the Commission by...

On April 13, 2015, the European Commission published a Report to the Council and the European Parliament on the exercise of the power to adopt delegated acts conferred on the Commission pursuant to Directive 2003/71/EC of the...more

Going from A to A+: SEC Approves Amendments to Regulation A

On March 25, 2015, the U.S. Securities and Exchange Commission unanimously adopted final rules to amend Regulation A, as mandated by Title IV of the Jumpstart Our Business Startups Act (JOBS Act). Whereas the existing...more

SEC Files Offering Fraud Action

The Commission filed another offering fraud action tied to the sale of interests in the development of oil and gas wells prior to the recent downturn in the price of oil. Beginning in 2010 the defendants raised about $4.4...more

SEC Approves Final Rules for Regulation A+

On March 25, the U.S. Securities and Exchange Commission (SEC) adopted final rules amending Regulation A to implement the provisions of Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The new rules confirm...more

The SEC on Capital Formation: Graded Incomplete – Commissioner Gallagher

Last year the IPO market was overheating – a record number of initial offerings were conducted. Nevertheless, SEC Commissioner Daniel Gallagher gives the SEC a grade of “incomplete” in the area of capital formation in recent...more

Capital Markets Union – Hit or Miss?

Key Points - • Green Paper on Capital Markets Union (CMU Green Paper) and Consultation on Prospectus Directive Review (PD Consultation) • Consultation Period runs until 13 May 2015 • Prospectus Directive...more

S.E.C. Adopts Final Rules Amending Regulation A

On March 25, 2015, the Securities and Exchange Commission adopted final rules amending its Regulation A, i.e., the so-called “Regulation A+ Rules”. Regulation A has been a little used provision in the securities laws due to,...more

SEC Adopts Amendments to Regulation A to Facilitate Small Issuer Access to Capital

On March 25, the SEC unanimously voted to adopt amendments to Regulation A under the Securities Act of 1933, as amended (the Securities Act), and the related forms and filing and delivery requirements, to implement Title IV...more

Crowdfunding: What It Is and What It Isn’t

THIS OUTLINE is intended to flag a number of things about Crowdfunding that counsel should consider and in guiding entrepreneurial clients and small issuers with this developing capital formation exemption from the...more

SEC Charges Underwriter and Bankers in Connection with Offering by China-based Issuer A Cautionary Tale of How Bad Facts and Weak...

On March 27, 2015, the U.S. Securities and Exchange Commission (SEC) announced charges against an investment bank and two of its bankers for failing to adequately review and escalate a due diligence report which contradicted...more

“A” is For Approved: SEC Finalizes Regulation A+, the Small Offering Exemption

Securities lawyers had a “first time in forever” moment on March 25, when the U.S. Securities and Exchange Commission (SEC) voted to approve landmark reforms to its Regulation A, the so-called (and until now little-used)...more

SEC Adopts Rule Giving Access to Capital for Smaller Companies

On March 25, the SEC adopted final rules to amend Regulation A, a current exemption from registration for smaller companies issuing securities. The new rules, which allow smaller companies to offer and sell up to $50 million...more

SEC Adopts Final Rules Expanding Regulation A, Providing a New Option for Offerings Under $50 Million

On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more

Supreme Court to Securities Issuers: Beware What You Omit When Stating Your Opinions

Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more

The Supreme Court's Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The...

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant...more

[Event] Surviving Your First IPO - April 23, New York, NY

Join us as our hosts, Manatt, Phelps & Phillips and Toppan Vite, take us through the ins and outs of surviving your first IPO. Going public is a defining moment in the life of any company, so as an in-house counsel...more

IMHO, Omnicare Doesn’t Materially Change Opinion Disclosure

Today, the U.S. Supreme Court issued its anticipated Omnicare decision, which addresses the standard of liability applied to expressions of opinion in a registration statement for a public offering. While there will be...more

Private Company Valuations are Not Comparable to Public Company Valuations

There has been a great deal written about the growing number of venture backed companies with billion-dollar valuations. While valuations are clearly high discussions about venture valuations can be misleading, because the...more

Back to the Future? (Regional Exchanges and Venture Exchanges)

Last week, in connection with the meeting of the SEC’s Advisory Committee on Small and Emerging Companies, both Commissioner Aguilar and Commissioner Gallagher expressed interest in, and support for, a more thorough...more

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging...more

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