The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/9/2019
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
Our world-renowned expert on FPIs provides an exclusive look at Form 6-K reports.
Key Points:
..The simplicity of Form 6-K belies numerous interpretive questions that FPIs address on an ongoing basis.
..In practice,...more
SEC rule amendments expand the scope of scaled disclosure accommodations, which may offer disclosure relief to additional small cap and pre- and low-revenue issuers.
Key Points:
..The SEC has provided disclosure relief...more
Spotify Technology S.A. went public on April 3, 2018 through a direct listing of its shares on the New York Stock Exchange.
Key Points:
..A direct listing is an innovative structure that provides companies with an...more
6/22/2018
/ Direct Listing ,
Early Stage Companies ,
Entrepreneurs ,
Financial Statements ,
Initial Public Offering (IPO) ,
Listing Rules ,
Music Industry ,
Music Streaming ,
Prospectus ,
Regulation M ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Spotify
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/5/2018
/ Acquisition Agreements ,
Acquisitions ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Non-GAAP Financial Measures ,
Offerings ,
Public Offerings ,
Rule 144A ,
Securities and Exchange Commission (SEC)
Non-US sovereigns can take advantage of a streamlined registration process to obtain financing in the US capital markets.
Key Points:
..SEC registration offers certain advantages that non-US sovereign issuers...more
The SEC will require IFRS filers to use XBRL starting in 2018.
Key Points -
FPIs using IFRS are subject to XBRL starting in 2018:
..XBRL filing is voluntary in 2017, and will be required for filings beginning...more
The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018.
On March 1, 2017, the Securities and Exchange Commission (SEC) published a...more
Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations.
Key Points:
..A company must pass one of two tests to qualify as an FPI....more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
Introduction -
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/20/2016
/ Emerging Growth Companies ,
Financial Reporting ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
Non-GAAP Financial Measures ,
Public Offerings ,
Rule 144A ,
Securities and Exchange Commission (SEC)
This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more
12/11/2015
/ Corporate Counsel ,
Emerging Growth Companies ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Statements ,
Initial Public Offering (IPO) ,
Internal Controls ,
JOBS Act ,
Publicly-Traded Companies ,
Safe Harbors ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Young Lawyers
As amended, Regulation A now provides an exemption from registration for certain issuers offering up to US$50 million of securities in a 12-month period.
On March 25, 2015, the Securities and Exchange Commission (SEC)...more
Latham & Watkins partners William Baker, Alexander Cohen, Joel Trotter and Lawrence West hosted a webcast “Securities and Exchange Commission: Critical Issues Facing Public Companies.” Topics discussed included the increasing...more
4/2/2015
In This Report:
- Introduction
- The Basics
- Background to Financial Statement Requirements
- What Financial Statements Must Be Included in Public Offerings?
- When Does Financial...more
In This Report:
- Introduction
- Background
- What Is a “Foreign Private Issuer”?
- Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers
- The...more
While the popular press has been full of stories about the European Court of Justice’s (“ECJ”) ruling creating a “right to be forgotten” (ahead of the still pending Data Protection Regulation), we will focus on both the...more
In previous installments, we covered the basics of the margin regulations. In our final two installments, we’ll cover a few practice points and explore some of the more complex margin issues (particularly under Regulation U),...more
5/6/2014
/ Collateral ,
Corporate Bonds ,
Corporate Sales Transactions ,
Credit Agreements ,
Equity Transactions ,
Financing ,
Margin Calls ,
Mergers ,
Over The Counter Derivatives (OTC) ,
Regulation U ,
Rule 144A ,
Secured Debt ,
Stocks
Two years ago, the Jumpstart Our Business Startups (JOBS) Act became law. Title I of the JOBS Act significantly changed the IPO playbook, creating a new category of issuer called an emerging growth company (EGC) and rewriting...more
In the last installment on the US margin regulations, we touched on the building blocks of Regulation U, which prohibits a bank or a non-bank lender (who is not a broker-dealer) from extending “purpose credit” that is...more
Consider this scenario: Staying Alive, Inc., a publicly traded clothing company based in South Beach, Florida, is planning to offer additional shares to the public in a registered securities offering. Several weeks before...more
An Updated Look at the World of Offers -
It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more
3/7/2014
/ Compliance ,
Corporate Counsel ,
Corporate Governance ,
Dodd-Frank ,
Initial Public Offering (IPO) ,
JOBS Act ,
Offers ,
Press Releases ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Underwriting