On March 6, 2024, as the hottest winter ever in the lower forty-eight came to a close, the U.S. Securities and Exchange Commission (“SEC”) issued its long-awaited final rule requiring public companies to disclose some of...more
In recent times, there has been an increasing trend of supervision by the Israel Securities Authority (ISA) over non-supervised entities. This may seem paradoxical: if these entities are not under supervision, why does the...more
When it comes to estate planning, addressing all your assets should be a priority. However, certain assets require greater attention than others. For example, if your assets include unregistered securities, such as restricted...more
A considerable number of Israeli private companies raise funds and approach prospective investors without a comprehensive understanding of the regulatory obligations mandated by the Securities Law. A pivotal provision in this...more
The life sciences industry depended historically on public offerings for fundraising to support costs of developing therapeutic pharmaceutical and biologic products. The average cost of discovering and developing these...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
El pasado 19 de abril, fue presentado ante la Comisión de Hacienda y Crédito Público del Senado de la República, para su revisión y discusión el proyecto de iniciativa de reforma a la Ley del Mercado de Valores (LMV)....more
After 2022’s challenging capital markets environment, leaders in the technology and life sciences industries have set their sights on 2023 and beyond—evaluating the private fundraising market, looking for ways to extend their...more
Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because...more
A wave of IPOs continues to flood the market, prompting the Israel Securities Authority to publish a new staff position paper discussing three key topics. Information disclosures In principle, the Israeli Securities Law...more
Even in the financial market, words have meaning. Our Investment Management Team delves into how the Securities and Exchange Commission has expanded access to private markets – and the pool of potential investors – just by...more
Our last in a series of articles on direct listings noted that we were expecting significant regulatory developments to give companies more flexibility to pursue alternatives to a traditional initial public offering. Those...more
A Private Investment in Public Equity (“PIPE”) transaction can be an effective way for a public company to raise capital in a turbulent market environment. In this REIT Series presentation, V&E REIT professionals will provide...more
On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more
The Securities and Exchange Commission (“SEC”) announced on September 26, 2019 that it voted to adopt the application of “testing-the-waters” rules to all issuers who engage in raising capital in the public markets. This...more
On September 26, 2019, the SEC voted to adopt a new rule that extends a “test-the-waters” accommodation—currently a tool available only to emerging growth companies (EGCs)—to all issuers. The rule will become effective 60...more
On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more
On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more
The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more
The Israel Securities Authority recently published a staff position that has material implications on the hedge fund sector in Israel and on the investor public. This position was issued against the backdrop of a judgment...more
Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more
CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states....more
The U.S. Securities and Exchange Commission (SEC) recently published in the Federal Register its July 24, 2018 proposed amendments to the Regulation S-X financial disclosure requirements for guaranteed and secured debt...more
Bass, Berry & Sims attorney Chris Lazarini analyzed a case questioning whether a breach of contract occurred. The court, in interpreting a contract, must determine the intent of the parties from the language used in the...more
[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more