Public Offerings

News & Analysis as of

ECCF

Recently, Craig Lewis, the Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis, commented on the economic impact of various JOBS Act reforms, or the effects on “efficiency, competition, and...more

IIROC Proposes Guidance for Underwriting Due Diligence

The Investment Industry Regulatory Organization of Canada (IIROC) published proposed guidance on March 6, 2014, setting forth nine key principles for underwriting due diligence....more

A Guide to Regulation M: Regulating Market Activity During a Public Offering

Regulation M is intended to prevent potentially manipulative practices by underwriters, issuers, selling security holders and other participants in securities offerings. Understanding the key aspects of Regulation M is...more

What’s Next for the Commission?

At a recent program, S.E.C. Speaks, Chair White noted that the Commission continues to move forward to complete rulemakings required under the JOBS Act related to exempt offerings. She noted that while the Act makes it...more

A Materially Different View On Pre-deal Research Reports In Hong Kong IPOs

As financial markets globalize, particular markets have increasing opportunities to shape themselves by adopting processes, concepts and regulatory frameworks borrowed from other markets. Given their highly-developed nature,...more

DQ’d: New Inversion Regulations Expand the Reach of the Public Offering Rule and Offer a Few Other Surprises

On January 17, Treasury and the IRS published new temporary and proposed regulations under Section 7874 of the Internal Revenue Code that expand the reach of the so-called “public offering rule” of Section 7874(c)(2)(B) to...more

Anti-Dilution Provisions – A New Twist

We are all familiar with the modified ratchet and full ratchet anti-dilution provisions that relate to subsequent down rounds in the financing of start-up and emerging growth companies. A new twist on anti-dilution...more

No Easy A: SEC Proposes Rules For Regulation A+

In the last of its major rulemaking proposals under the JOBS Act, on December 18, 2013, the U.S. Securities and Exchange Commission (SEC) voted to publish proposed rules to modify and develop Regulation A, the so-called (and...more

SEC Proposes Rules for Regulation A+

Regulation A currently permits issuers to conduct a limited-scale public offering and subjects issuers that use it to a lighter compliance burden as compared with larger public offerings. However, because of the costs of...more

2013 Reform of Short Selling Regulations in Japan

On November 5, 2013, the amendments to the laws and regulations related to the Financial Instruments and Exchange Law of Japan (the “FIEL”) went into effect, in which regulations concerning short selling in the Japanese...more

FINRA Enhances Public Offering Review Process, Including Same Day Clearance

What you need to know: FINRA has enhanced its review process for approving underwriter compensation arrangements in public offerings by implementing new procedures for immediate same day clearance of shelf...more

"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to...more

JOBS Act 2.0 Taking Shape?

Congressman Garrett recently renewed discussions regarding additional individual legislative initiatives or other proposals relating to promoting capital formation that might well be grouped together into a single “JOBS Act...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know 2013 Edition

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

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

Guide to Publicly Offered Private Placements Under New Rule 506(c)

Background: A company that needs capital to expand its business or fund its operations often chooses to sell stock or other securities to investors in order to meet its funding requirements. All offerings of stock or...more

SEC Issues Risk Alert on Short Selling in Connection with a Public Offering

The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) has issued a Risk Alert regarding Rule 105 of Regulation M’s (Rule 105) restrictions on short selling in connection with a...more

Don’t Short Before The Deal, SEC Reminds Hedge Funds And Buyside Firms

On September 17, 2013, the Securities and Exchange Commission (SEC) announced enforcement actions against 23 investment firms for violations of Rule 105 of SEC Regulation M. Rule 105 generally prohibits short selling...more

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

The Fundamentals of Initial Public Offerings

This whitepaper is to serve as a useful overview of the process and material considerations that arise when companies conduct an initial public offering of securities. Companies considering an initial public offering should...more

Raising Capital in the United States: A Guide to Using MJDS for U.S. Public Offerings and Periodic Reporting

About this Publication: This publication is written for Canadian companies considering accessing the U.S. public capital markets through the Multi-jurisdictional Disclosure System (“MJDS”) and for those Canadian...more

Changes to Rules for Marketing Activities during a Public Offering

The Canadian Securities Administrators (CSA) have adopted amendments to the rules governing permissible marketing activities in the context of a public offering. The amendments, which will come into force on August 13, 2013,...more

Public Company Adviser - June 2013: SEC Provides FAQs on Conflict Minerals Rules

On May 30, 2013, the Securities and Exchange Commission’s Division of Corporation Finance released twelve Frequently Asked Questions in an effort to provide issuers with guidance on various aspects of Exchange Act Section 1...more

Silicon Valley Venture Capital Survey - Fourth Quarter 2012

Background- We analyzed the terms of venture financings for 116 companies headquartered in Silicon Valley that reported raising money in the fourth quarter of 2012....more

People vs. Patents: Brands Struggle to Balance Human Capital and Patent Portfolios

Facebook recently filed for its long-awaited initial public offering that some speculate could be valued up to $100 billion – a valuation which will be strongly based on a combination of both intellectual and intangible...more

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