Securities Exchange Act, Private Placements

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on 9/12/2023

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

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on 9/10/2021

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

The Latham Global IPO Guide - 2021 Edition

Latham & Watkins LLP on 4/19/2021

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

The SEC’s Proposed Exemptive Order for Finders in Private Placements: An Uncertain Future for Regulatory Certainty - Perspectives...

JAMS on 1/12/2021

At age 79, Paul Anka, the crooner and songwriter, is more relevant than ever. In 2020, he appeared on Season 4 of “The Masked Singer,” enjoyed a popular resurgence courtesy of TikTok, reworked his anthem “My Way” for the...more

SEC proposes exempting certain finders from broker registration

Eversheds Sutherland (US) LLP on 10/29/2020

On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange...more

Temporary Exemption From Broker Registration for Municipal Advisors

Jones Day on 6/25/2020

The U.S. Securities and Exchange Commission ("SEC") has granted a temporary exemption from broker registration for certain activities by municipal advisors. On June 16, 2020, the SEC issued a temporary conditional...more

Corporate & Financial Weekly Digest, Featuring the Articles on LIBOR-Transition Relief and New CFTC Rules for DCOs, Swap Dealers

Katten Muchin Rosenman LLP on 12/23/2019

SEC/CORPORATE - SEC Announces Proposed Amendments to the Definitions of “Accredited Investor” and “Qualified Institutional Buyer” - On December 18, the Securities and Exchange Commission voted to propose amendments...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

Latham & Watkins LLP on 9/10/2019

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

Latham & Watkins Global IPO Guide - 2019 Edition

Latham & Watkins LLP on 4/3/2019

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Getting to a Fully Operational Token Platform

Wilson Sonsini Goodrich & Rosati on 10/15/2018

This article discusses recommended strategies for token issuers to finance and develop fully operational and legally compliant token platforms through financing efforts and token distribution plans that are structured early...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

Latham & Watkins LLP on 9/11/2018

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

New Law Requires SEC to Expand Regulation A+ To Exchange Act Reporting Companies

Sheppard Mullin Richter & Hampton LLP on 6/20/2018

On May 24, 2018, President Donald J. Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”). The Act, which primarily focuses on rolling back certain regulatory provisions of the...more

Volkswagen Bondholders Reliance Allegations Come Under Scrutiny

Mintz - Securities Litigation Viewpoints on 5/25/2018

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

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2017 Edition

Latham & Watkins LLP on 9/22/2017

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

It’s Back: NYSE Amends Proposal Allowing Listing Without IPO

Morrison & Foerster LLP - JOBS Act on 8/9/2017

On July 31, 2017, the NYSE amended its proposal, originally issued on March 13, 2017 and then withdrawn on July 19, 2017, to modify its listing qualifications to facilitate direct offerings. Section 102.01B of the NYSE Listed...more

Global IPO Guide - 2017 Edition

Latham & Watkins LLP on 4/3/2017

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United...more

FINRA Relaxes Rules for M&A and Private Placement Brokers

Stinson - Corporate & Securities Law Blog on 8/19/2016

The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more

The CATO Institute Assesses the Effectiveness of the JOBS Act

Morrison & Foerster LLP - JOBS Act on 5/5/2016

On May 3, 2016, the CATO Institute published a policy paper titled, “A Walk Through the JOBS Act of 2012: Deregulation in the Wake of Financial Crisis,” which assesses the JOBS Act and offers certain policy recommendations. ...more

One Size for All: Increased Private Placement Reporting Begins June 30

Blake, Cassels & Graydon LLP on 4/25/2016

Effective June 30, 2016, issuers will have to report prospectus-exempt distributions that settle on or after that date in any Canadian jurisdiction using a new, harmonized Form 45-106F1 (New Form), with significantly...more

Former Texas AG, Computer Company Charged by SEC With Fraud

Dorsey & Whitney LLP on 4/12/2016

A former Texas Attorney General and state representative combined with others at a computer firm to promote the shares of the company which claimed to compete with Dell, Apple and others. About $26 million in stock was sold...more

FINRA Reminds Members of Obligations in Offerings Subject to a Contingency

Morrison & Foerster LLP - JOBS Act on 2/12/2016

On February 8, 2016, FINRA released Regulatory Notice 16-08 relating to the contingency offering requirements of Rules 10b-9 and 15c2-4 under the Exchange Act. The Notice arises from FINRA’s review of various private...more

SEC Advisory Committee Recommends Additional Clarity Regarding So-Called “Finders”

Seyfarth Shaw LLP on 10/8/2015

The Securities and Exchange Commission ("SEC") Advisory Committee on Small and Emerging Companies ("Advisory Committee") announced new recommendations to make it easier for small and emerging companies to raise capital using...more

SEC Charges EB-5 Brokers For Not Registering

Carlton Fields on 10/5/2015

Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more

Corporate and Securities Alert: SEC Clears Way for General Solicitation in Private Securities Offerings

Fenwick & West LLP on 8/15/2013

New regulations approved by the Securities and Exchange Commission (SEC) in July 2013 give companies greater freedom to communicate with potential investors in certain private securities offerings, creating both new...more

Effective Compliance Programs Crucial For Companies In New Era Of Capital Raising

Bilzin Sumberg on 8/14/2013

With general solicitation rules becoming effective on September 23, 2013, it has never been more important for companies to implement effective compliance programs when raising capital in private placement offerings. ...more

Securities Exchange Act › Private Placements

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