News & Analysis as of

Public Offerings

UK Regulator Examines Scope of Securities Laws, Warns of Initial Coin Offering Risks

by Jones Day on

The Situation: The UK Financial Conduct Authority has released a statement on initial coin offerings. It focuses the circumstances in which an ICO might fall within the scope of the FCA's current regulatory boundaries as well...more

The New EU Prospectus Regulation

by Shearman & Sterling LLP on

On 30 June 2017, a new EU prospectus regulation (the “New Prospectus Regulation”) was published in the Official Journal of the European Union. The New Prospectus Regulation will, through a phased implementation, repeal and...more

IRS Issues Guidance on Stock/Cash Dividends for REITs and RICs

On August 11, 2017, the Internal Revenue Service released guidance allowing publicly offered real estate investment trusts and regulated investment companies to distribute earnings in a combination of cash and stock as long...more

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Interesting Facts About U.S. Private Placements

by Dorsey & Whitney LLP on

This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...more

FINRA Public Offering Proposal Excludes All Insurance Contracts

by Carlton Fields on

For the first time since 2004, FINRA has proposed major amendments to its requirements that govern the terms of the underwriting arrangements for most public offerings of securities and mandate that such arrangements be...more

A Permit To Negotiate – Really?

by Allen Matkins on

It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from...more

Lessons From the CoinDash Initial Coin Offering Hack

On July 17, 2017, the CoinDash initial coin offering (ICO) was hacked within minutes of its launch, resulting in numerous potential purchasers sending their money to a fraudulent address. The hack has raised many questions...more

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

SCOTUS Upholds Strict Statute of Repose on Federal Section 11 Securities Claims

by Perkins Coie on

In a 5-4 decision in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities, Inc., et al. (No. 16-373), 582 U.S. ___ (2017), the U.S. Supreme Court upheld, at the end of last month, a U.S. Court of Appeals...more

Supreme Court Upholds Strict Time Limit in Federal Securities Class Actions

On June 26, 2017, the Supreme Court issued a 5-4 decision in California Public Employees’ Retirement System v. ANZ Securities, Inc., et al. (“CalPERS”) (No. 16–373, 2017 WL 2722415) (U.S. June 26, 2017), holding that the...more

Supreme Court Rules American Pipe Doesn't Toll 3-Year Limit on Securities Claims

On June 26, 2017, the U.S. Supreme Court issued a decision that will have a significant effect on securities class action litigation, changing the strategic calculus for both institutional plaintiffs and defendants. In...more

US Supreme Court Holds that 3-Year Time Limit to Challenge Registration Statements Cannot Be Tolled, Precluding Opt-Out Plaintiffs...

by Dechert LLP on

Officers, directors, and underwriters frequently become targets of securities fraud litigation after a public offering. In a landmark case decided yesterday, the U.S. Supreme Court provides defendants with another tool to...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

OJK Simplifies the IPO Process and Enhances Disclosure

by White & Case LLP on

New regulations issued by the Indonesian Financial Services Authority (Otoritas Jasa Keuangan "OJK") aim to increase the number of public offerings in Indonesia by (1) shortening the regulatory review period by adopting a...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

Food for Thought, part 3

Below, a continuation of our bibliography of thought-provoking articles on issues related to right-sizing regulation, staying private versus going public, and related topics...more

Brazilian Green Bonds: Fibria Celulose S.A.

by White & Case LLP on

It is now widely acknowledged that there is an enormous need for 'green' infrastructure, be it urban transport, renewable power or water services. The Better Growth, Better Climate 2016 report by the New Climate Economy...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

FINRA Announces Proposed Amendments to Modernize Corporate Financing Rule

The Financial Industry Regulatory Authority, Inc. (FINRA) has proposed the first major overhaul since 2004 of its rule regulating public offerings, titled “Regulatory Notice 17-15”....more

SEC ALJ Lifts Reg A+ Suspension of Issuer

As we noted here, the SEC temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The SEC stated it temporarily suspended the offering because Med-X has not filed its annual report on Form 1-K as required by...more

Cannabis in Canada - A Changing Legal Landscape: Corporate Finance & Capital Markets

Canadian Capital Markets - As changes in the regulatory regime open up significant opportunities in the cannabis sector, industry players will be seeking access to capital to fund growth, and investors will be looking...more

FINRA Proposes Broad Range of Amendments to Corporate Financing Rule

by Shearman & Sterling LLP on

On April 12, 2017, the US Financial Industry Regulatory Authority, Inc. (“FINRA”) published proposed amendments to FINRA Rule 5110, which regulates the terms and arrangements of securities underwriting conducted by FINRA...more

FINRA Proposes Changes to Rules Affecting Offerings

On April 12, 2017, FINRA issued three Regulatory Notices requesting comments on proposed changes to various rules relating to financing transactions. Regulatory Notice 17-14 requests comment on all of FINRA’s existing...more

It’s OK, Capital Markets Associates, You (Probably) Haven’t Lost a Day to Get to Closing

As we noted in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two...more

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