This article discusses the amendments adopted by the Securities and Exchange Commission (SEC) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (Securities Act), and the...more
Le 6 décembre 2021, conformément à l’Avis 44-306 du personnel des ACVM, Décisions générales dispensant les émetteurs établis bien connus de certaines obligations relatives au prospectus (l’« Avis 44-306 »), les Autorités...more
The OSC Corporate Finance Branch’s annual report provides an overview of its operational and policy work for fiscal 2021, providing timely guidance for market participants. ...more
This practice note discusses recent market trends regarding registered direct offerings. It begins by discussing the advantages these offerings provide to issuers and continues with a review of current deal structure and...more
The Canadian Securities Administrators (CSA) recently announced that each of its members has adopted a blanket order (collectively, Blanket Orders) to make available to “well-known seasoned issuers” (WKSIs) a streamlined...more
On December 6, 2021, pursuant to Staff Notice 44-306 Blanket Orders Exempting Well-known Seasoned Issuers from Certain Prospectus Requirements (the Notice), the Canadian Securities Administrators (CSA) announced temporary...more
Beginning in 2022, well-known seasoned issuers (WKSIs) will be exempt from certain base shelf prospectus filing requirements, including the requirement to file a preliminary base shelf prospectus, in accordance with...more
What’s the Deal? An ATM offering is a follow-on offering of securities utilized by publicly traded companies in order to raise capital over a period of time. In an ATM offering, an issuer sells newly issued shares into...more
On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more
In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more
Here’s the deal: An effective shelf registration statement allows an issuer to be in a position to complete multiple offerings from time to time in the future without having the timing of any such offering delayed by a...more
On May 4, 2020, the SEC issued three FAQs relating to the unique circumstances arising from COVID-19 and the use of Form S-3 registration statement. The SEC’s Division of Corporation Finance is not including them within their...more
The COVID-19 pandemic has resulted in severe market volatility in U.S. capital markets and the loss of significant equity value for many U.S. public companies. As a result, many companies may be at risk of losing their...more
Public issuers may benefit from the use of shelf offerings as an efficient, cost-effective alternative to Form S-1 in order to register shares as part of a primary offering, secondary offering, or as a benefit to its...more
Recently, FINRA refiled with the SEC proposed rule changes to its Corporate Financing Rule, which is Rule 5110. We had previously posted regarding FINRA’s proposed amendments, which were withdrawn. ...more
The Economic Growth, Regulatory Relief, and Consumer Protection Act (Consumer Protection Act), signed into law on May 24, 2018, includes certain provisions that are particularly relevant to investment companies, both...more
There are many ways for a public company to raise money, but one of the more increasingly popular choices is through an “at-the-market” or ATM offering, whereby a company can sell its securities into an existing trading...more
Below, a continuation of our bibliography of thought-provoking articles on issues related to right-sizing regulation, staying private versus going public, and related topics...more
At the beginning of each new year, we find ourselves engaged in discussions of the evolving securities regulatory landscape and the changes that we anticipate may occur. We have done this for many years now. Each January we...more
The Securities and Exchange Commission (“SEC”) recently issued a new compliance and disclosure interpretation (the “New C&DI”) in Question 116.25 regarding the availability of Form S-3 for the registration and sale of shares...more
Overview - Business development companies (“BDCs”) are U.S. publicly held investment funds that invest primarily in private and thinly traded public U.S. businesses. BDCs have generally faced capital raising challenges...more