JOBS Act Implementation Regulations
On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...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
On November 30, 2022, the Staff (Staff) of the Division of Trading & Markets of the Securities and Exchange Commission (the SEC) issued a no-action letter (the November 2022 NAL) (extending relief from the requirements of...more
Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more
Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the definition of “accredited investor,” allowing individual investors with certain financial knowledge and professional expertise to...more
The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could bear the economic risks of investment and certain financially sophisticated...more
European Leveraged Finance Client Alert Series: Issue 7 - The term "private placement", while having a relatively settled meaning in US financings, can have a variety of meanings in Europe. White & Case's European...more
U.S. Developments - VanEck and SolidX to Offer Bitcoin ETF to Qualified Institutional Buyers - On September 3, 2019, VanEck Securities Corp. and SolidX Management LLC announced that they are seeking to use Rule 144A of...more
Direct private placements of bonds under Section 4(a)(2) of the United States Securities Act can provide a flexible method of raising capital and act as a strong complement or alternative to traditional offerings of bonds,...more
This case stems from alleged misstatement made by Volkswagen Group of America Finance (“VWGoAF”) in an Offering Memorandum governing the issuance of three sets of bonds. The bonds were offered in private placements with...more
We conclude our overview of bond mechanics with an examination of a few complexities associated with tack-on offerings. Tack-on deals are often viewed as so easy that they can practically run themselves. And yet, there a few...more
Shortly after the Securities and Exchange Commission (SEC) adopted the final rule relaxing the prohibition against general solicitation in connection with offerings made pursuant to new Rule 506(c) and Rule 144A, we provided...more
I. Introduction - Over the past decade, a paradigm shift has been occurring in the capital markets that has opened a new panoply of options for security holders desiring liquidity. Originally Published in...more
In a watershed event reversing decades of private offering restrictions, on July 10, 2013, the Securities and Exchange Commission (SEC) approved final rules required by the Jumpstart Our Business Startups Act of 2012 (JOBS...more
A recent series of changes to Florida’s business laws and regulations are focused on creating and maintaining a competitive commercial climate for Florida companies, positioning the state as a business-friendly environment....more
On July 10, 2013 the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement a portion of the JOBS Act....more