Public Offerings

News & Analysis as of

SEC Division of Corporation Finance Update

At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more

[Webinar] Online Public Offerings and Everything You Need to Know - Dec. 5th, 1:00 pm EST

December 5, 2016 A live webinar presented by StartEngine's CEO Ron Miller, Command Partners' CEO Roy Morejon and Smith Anderson Partner Benji Jones. This webinar will focus on the legal, marketing and platform components to...more

Revised SEC Rule 504 and Minnesota Offerings

The SEC recently revised Rule 504 of Regulation D to increase the amount of securities that can be offered in any 12-month period from $1,000,000 to $5,000,000. Among other things, Rule 504 allows companies to solicit or...more

SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

The Securities and Exchange Commission (SEC) has adopted final rules modernizing and expanding the ways in which smaller companies can raise capital. Rule 147 of the Securities Act of 1933, as amended, provides a safe...more

NOTICE: SEC Adopts Rules to Facilitate Intrastate and Regional Securities Offerings

On October 26, 2016, the Securities and Exchange Commission (SEC) adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and regional securities offerings....more

FINRA to Overhaul Gifts, Non-Cash Compensation, and Business Entertainment Rules

On August 5, FINRA proposed amendments to its gifts rule (Rule 3220) along with new rules to replace the current provisions governing noncash compensation (new Rule 3221) and business entertainment (new Rule 3222). These...more

New SEC Rules for Intrastate and Regional Securities Offerings

The SEC has adopted final rules to modernize intrastate securities offerings under Rule 147, adopted new Rule 147A to broaden the availability of the existing safe harbor for intrastate securities offerings and amended Rule...more

A new Prospectus Regulation

The European Parliament has adopted amendments to the European Commission's legislative proposals for a new Prospectus Regulation to repeal and replace the current Prospectus Directive....more

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

Exception from the License Requirement for Investment Intermediaries in the Future Only in Case of a First Public Offer of Investment Assets (Vermögensanlagen) - As of 31 December 2016, investment advisors and...more

Significant Developments in Canadian Energy – For the Month of September 2016

September 27, 2016 – In connection with a state visit to China by Canadian Prime Minister Justin Trudeau, Sinoenergy Corporation Ltd. announced its intention to support the operations of Long Run Exploration Ltd. by the...more

TechConnect - Your Law Firm Link to Industry News - September 2016

Letter from the Editors - Dear Readers, The world of raising capital for emerging companies has experienced a revolution. Prior to the enactment of the JOBS Act in 2012, raising capital for private companies was...more

ZAG-S&W Represents Nano Dimension Ltd in U.S. NASDAQ ADS Public Offering

A ZAG-S&W Team announced that it represented Nano Dimension Ltd, a leader in the field of 3D Printed Electronics (NASDAQ, TASE: NNDM), in its public offering of 1,850,000 American Depositary Shares (ADSs) at a price of $6.50...more

Various Ways to Raise Capital

The world of raising capital has been evolving over the last several years. Offerings of securities generally used to fall into two main buckets: (i) private placements under the old Rule 506 or (ii) a public offering. With...more

SEC Suspends Regulation A+ Offering

In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more

Updates from the Division of Corporation Finance

During the ABA Business Law Section Annual Meeting, at the Dialogue with the Director of the Division of Corporation Finance, hosted by the Federal Regulation of Securities Committee, Keith Higgins offered a comprehensive...more

When Do 2016 Financial Statements Go Stale for 2017 Offerings?

FreshBread, Corp. is a newly public company that will need to file periodic reports beginning in 2017. FreshBread is also planning to do a registered offering in 2017 and is confused as to when its 2016 financial statements...more

Direct-to-Consumer Equity Offerings: Are Loyal Customers Happy Shareholders?

“Direct-to-consumer” offerings enable companies to raise capital directly from their customers, with or without the use of underwriters or other financial intermediaries. Direct-to-consumer offerings have garnered attention...more

Your daily dose of financial news - The Brief – 8.31.16

Continual rejections worked for Hershey in fending off Mondelez’s takeover bid. The Deal Professor thinks that Tronc faces considerable risks in following the same strategy with Gannett’s repeated overtures....more

Your daily dose of financial news - The Brief – 8.29.16

One of the big themes running through the Fed’s Jackson Hole conference that wrapped last weekend: whoa, there.  Just take it easy.  It’s time for legislatures to kick government spending into high gear—not for central...more

Key Metrics for Technology and Life Sciences Initial Public Offerings

This report has been developed as a resource for our clients and friends interested in understanding recent IPO activity of technology and life sciences companies. This information comprises a number of graphs and charts...more

California Supreme Court Curbs Responses to Anti-SLAPP Motions

Elected Officials’ Free Speech Rights Analyzed - Individual elected officials are exercising their right to free speech when they cast their votes — even if those votes might be the result of corruption or based in a...more

PACES Act Means Big Changes for Crowdfunding in North Carolina

Just days ago--on June 29--the North Carolina General Assembly passed a crowdfunding bill, which the Governor is expected to sign shortly. What does this mean for North Carolina businesses and North Carolina investors?...more

Kingdom of Saudi Arabia: Capital Market Authority Amends, Clarifies Listing Rules

Domestic issuers will welcome the amendments as they largely clarify or formalize existing CMA practices. Introduction - Further to the continuous efforts of the Capital Market Authority (the CMA) in the Kingdom of...more

Private equity in Italy: market and regulatory overview

How do private equity funds typically obtain their funding? Private equity funds continued to have a diverse investor base in 2015. Although with a significant decrease from the 2014 figure of 68%, about 48% of the...more

Practice Pointers on the Up-C Structure

In a structure commonly referred to as an “up-C,” an existing limited liability company or other partnership form (referred to here for convenience as “LLC”) undertakes a public offering through a newly formed corporation,...more

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