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ThinkingCapMarkets Podcast – Directly to a National Securities Exchange: Direct Listings

In June 2017, the SEC’s Division of Corporation Finance (“Corp Fin”) announced a new policy effective July 2017 that essentially extends the confidential submission process to all issuers while keeping the EGC process...more

Food for Thought, part 8

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

Structured Thoughts: News for the financial services community, Volume 8, Issue 9

Structured Product Red Herrings: Rule 433 and Rule 424(b) - Red herrings for most offerings of structured products registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as...more

SEC Guidance Related to the Tax Cuts and Jobs Act

On December 22, 2017, the Securities and Exchange Commission (the “Commission”) provided staff guidance for public companies related to the preparation of their filings with the Commission in light of the recent passage of...more

SEC Staff Guidance Related to Tax Cuts and Jobs Act

The Staff of the Office of the Chief Accountant and of the Division of Corporation Finance issued SAB 118 in order to provide guidance for issuers as they prepare their financial statements. The staff guidance provides a...more

U.S. Chamber Requests SEC Guidance on Impact of Tax Law Changes

The US Chamber of Commerce submitted a letter to the SEC noting the challenges that may exist for many public companies, especially those with complex global operations, by the recent passage of the tax changes. ...more

12/23/2017  /  Chamber of Commerce , Form 10-K , SEC

FINRA Measures to Facilitate Capital Formation

On December 20, 2017, FINRA announced that its Board of Governors had approved publication of a Regulatory Notice seeking comment on rule amendments that would remove certain impediments to capital formation that are...more

12/23/2017  /  Capital Formation , FINRA , Investors

News Round Up - December 2017

The Short Field Guide to IPOs - For many years, most successful companies followed a relatively predictable capital-raising path. A lot has changed. The companies that tend to pursue IPOs in recent years are more mature,...more

SEC Rulemaking Agenda

The SEC’s recently released rulemaking agenda includes a number of matters that will affect capital formation. For example, the agenda references as priorities modernization of disclosures for mining registrants, amendments...more

Food for Thought, part 7

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

Food for Thought, part 6

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

Tax Talk: Volume 10, Issue 3

EDITOR’S NOTE - Tax Reform (or whatever you want to call it) is in full swing as this edition of Tax Talk goes to press. The House has passed H.R. 1 and the Senate Finance Committee has approved its own version of the Tax...more

The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 8

Sales of VIX-Linked ETPs – Back to Basics for FINRA - FINRA used a misselling case to remind member firms of certain fundamentals, including the importance of implementing a new product approval process, reasonable...more

Many Paths for IPO Submissions

The following chart highlights the alternatives for EGCs and non-EGCs and now the three paths for FPIs pursuing IPOs....more

SEC Comment Letter Trends

This month, Deloitte & Touche LLP released its annual study on the Securities and Exchange’s (“SEC”) recent comment letters. The 2017 study notes a decline in the overall number of SEC reviews with comment letters and in the...more

Food for Thought, part 5

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

SEC Chair’s Remarks at PLI’s 49th Annual Institute on Securities Regulation

On November 8, 2017, to mark the opening of the Practising Law Institute’s 49th Annual Institute, SEC Chair Clayton gave a keynote address focused on governance and transparency, which was a surprising direction since the...more

11/9/2017  /  Capital Formation , FinTech , SEC

M&A Pulse—Unicorns

A recent publication by Mergermarket and Toppan provides useful data on unicorns. The United States is home to the largest number of unicorns and is, according the respondents, likely to remain so in the next twelve months....more

Additional Rule 701 Guidance

On November 6, 2017, the Staff of the Division of Corporation Finance provided additional guidance on Rule 701 by issuing this new Compliance and Disclosure Interpretation, Question 271.25, reprinted below...more

Capital Formation Bills Pass House

HR 1585, sponsored by Rep. Schweikart, titled The Fair Investment Opportunities for Professional Experts Act, passed the House by a voice vote. This bill would amend the “accredited investor” definition to add persons,...more

News Round Up - October 2017

Treasury Report, Part II: Regulation of the Capital Markets - The U.S. Department of the Treasury (“Treasury Department” or “Treasury”) issued its second report (of four reports), titled “A Financial System that Creates...more

Frequently asked questions about at-the-market offerings

What is an "at-the-market" offering? - An "at-the-market" offering is an offering of securities into an existing trading market for outstanding shares of the same class at other than a fixed price on, or though the...more

10/16/2017  /  Due Diligence , Regulation M , SEC , WKSIs

Treasury Report, Part II: Regulation of the Capital Markets

The U.S. Department of the Treasury (“Treasury Department” or “Treasury”) issued its second report (of four reports), titled “A Financial System that Creates Economic Opportunities, Capital Markets” (the “Report”). The...more

The Fiduciary Rule Poll

The US Department of Labor’s (DOL) fiduciary standard rule has been befuddling the financial services industry for the past seven years. In its simplest form, it increases accountability for the brokers, planners and...more

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