Public Offerings

News & Analysis as of

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

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources

Corporate governance has changed dramatically in the nearly 13 years since passage of the Sarbanes-Oxley Act of 2002 and in the nearly five years since enactment of the Dodd-Frank Wall Street Reform and Consumer Protection...more

Amendments to "Regulation A" - A Step Toward Middle Ground in Smaller Company Capital Formation

On March 25, 2015, the Securities and Exchange Commission (Commission) adopted final rules amending Regulation A. These new rules, which are often referred to as Regulation A+, were mandated by Title IV of the Jumpstart our...more

Orrick Technology IPO Insights - Q1 2015

Welcome to the Q1 2015 issue of Orrick Technology IPO Insights, a quarterly publication highlighting trends in U.S. information technology company IPOs. We isolate technology companies in order to analyze and present...more

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

Overview - On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more

SEC Adopts Final Rules on Regulation A+

On March 25, 2015, the Securities and Exchange Commission (SEC) adopted final rules to amend Regulation A pursuant to the mandate under Title IV of the Jumpstart Our Business Startups Act (JOBS Act) that directed the SEC to...more

Keys to Surviving Your First IPO

2014 was a big year for initial public offerings (IPOs). According to Renaissance Capital, 273 companies took the plunge in 2014, the most since 406 companies went public in 2000. Gross proceeds of $85 billion were raised,...more

March and Q1 2015 IPO Market Review

The IPO market continued its moderate pace in March. The month produced nine IPOs, bringing the total for the first quarter of 2014 to 28 IPOs—the first quarter since the second quarter of 2013 not to produce at least 50 IPOs...more

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