Public Offerings

News & Analysis as of

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

The JOBS Act - The key to a kinder, gentler public offering?

For most companies, making a public offering of their shares is nearly impossible. Historically, this has been the case because the costs and challenges of going public, let alone being public, significantly outweighed the...more

This Week In Securities Litigation (Week ending August 21, 2015)

The Commission filed a settled FCPA action this week centered on hiring relatives of foreign officials tied to a sovereign wealth fund. In addition, the agency filed two actions involving Citigroup – one based on the market...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Teaching An Old Dog New Tricks: Regulation A+ - Final Rules Amending Regulation A And the Creation of a Viable Small Issues...

Early Indications of market impact from Regulation A+ - Historically, Regulation A has been the poor cousin of the Securities Laws exemption from full-blown registration requirements, rarely used. Since the modifications...more

The Luxembourg Supervisory Authority Publishes Helpful Guidance On AIFMD Marketing Rules

The Luxembourg act of 12 July 2013 on alternative investment fund managers (AIFMs) implemented the AIFMD into Luxembourg law (the AIFM Act). The AIFMD is a maximum harmonisation Directive, which means that EU Member States...more

The Supreme Court Addresses Scope of Section 11 Liability for Statements of Opinion

As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more

A User's Guide to Volcker Rule Complexities

Increasingly, we receive questions from prospective investors in covered bonds on whether an investment is prohibited or limited under the Volcker Rule, which was adopted by the various agencies under section 619 of the...more

BDC Master Feeder Funds on the Horizon – No-Action Relief Granted to One Issuer

The staff of the SEC’s Division of Investment Management said that it would not recommend enforcement action if a business development company (BDC) reorganizes into a master-feeder structure. The relief will also be...more

First Regulation A+ Offering Document Appears on EDGAR

Perhaps the first Regulation A+ offering document has appeared on EDGAR. According to the documents it is a Tier 2 offering for up to $50,000,000. The offering circular states the offering commenced on June 19, 2015. The...more

Regulation A+ Goes Into Effect

On June 19, 2015, final rules (colloquially known as Regulation A+) go into effect. These new rules create an exemption that is substantially similar to the existing framework of Regulation A under the Securities Act but are...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

Bonds and Sukuk Issuances under the New UAE Commercial Companies Law

The long anticipated UAE Federal Commercial Companies Law no. 2 of 2015 (the “New Companies Law”) was issued on 25 March 2015 and will be in force by 1 July 2015 to replace the existing UAE Federal Commercial Companies Law...more

May 2015 IPO Market Review

The IPO market picked up pace in May, with the month producing 16 IPOs. The five-month tally of 58 IPOs is 43% below the 102 IPOs over the first five months of 2014, but nonetheless represents the fifth highest first...more

April 2015 IPO Market Review

The pace of the IPO market moderated in the first two weeks of April before gaining momentum to end the month with 14 IPOs—the highest monthly tally since the 21 IPOs in November 2014, although short of the monthly average of...more

Florida House and Senate Pass Intrastate Crowdfunding Legislation

In light of the SEC’s significant delay in implementing the national equity crowdfunding rules regarding the JOBS Act crowdfunding exemption, a growing number of states have recently adopted laws regulating intrastate...more

ConforMIS to Go Public in Upcoming IPO

Bedford, Massachusetts-based orthopedic medical device company ConforMIS has filed a registration statement with the Securities and Exchange Commission (SEC) announcing that the company intends to go public and raise $172.5...more

Fitbit IPO Cyber Risk Disclosures

Earlier this month, fitness-tracking company Fitbit, Inc. filed a Form S-1 Registration Statement for an IPO of up to $100 million that exhaustively disclosed potential cybersecurity risks with respect to the personal data...more

IPOs - Attractive Exit Alternative For Financial Sponsors

The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to...more

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