As part of the wider review of the UK’s capital markets regulatory landscape, in May 2023, the Financial Conduct Authority (FCA) published Consultation Paper CP23/10, which set out proposed reforms for companies with listed...more
2023 Market Backdrop -
U.S. and European capital markets in 2023 proved remarkably resilient in the face of challenges that read like a top 10 list of major market disrupters:
- A rapid rise to higher-for-longer...more
In July 2023, the Investment Research Review (the Review) commissioned by the UK government published its findings into investment research in UK capital markets. The Review made the following seven recommendations, seeking...more
8/1/2023
/ Capital Markets ,
Equity Markets ,
EU ,
Financial Conduct Authority (FCA) ,
Financial Institutions ,
Financial Services Industry ,
Initial Public Offering (IPO) ,
Investors ,
Listing Rules ,
MiFID II ,
Retail Market ,
UK
As part of the wider review of the UK’s capital markets regulatory landscape, the FCA published Consultation Paper CP23/10, which sets out reforms for companies with listed shares on the Main Market of the London Stock...more
5/8/2023
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Eligibility ,
Equity Markets ,
Financial Conduct Authority (FCA) ,
Initial Public Offering (IPO) ,
Listing Rules ,
Publicly-Traded Companies ,
Stock Exchange ,
UK
Takeaways -
Responding to a decline in the London Stock Exchange’s global market share of IPOs and other fundraising, a string of government-commissioned reports prompted proposals to reform the U.K.’s listing rules and...more
London’s recent notable technology IPOs prove that European markets offer tech companies opportunities to achieve multibillion-dollar valuations and to meet their founders’ requirements. In an attempt to increase the number...more
On 30 April 2021, the UK Financial Conduct Authority (FCA) published a consultation paper proposing changes to the Listing Rules applicable to special purpose acquisition companies (SPACs)....more
Special purpose acquisition companies (SPACs), also referred to as “blank check” companies, have reached record numbers in the United States, with 242 SPACs conducting an initial public offering (IPO) on either NYSE or Nasdaq...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more
On August 26, 2020, the Securities and Exchange Commission (SEC) approved a proposal from the New York Stock Exchange (NYSE) that would allow companies going public via a direct listing to issue and sell new shares on their...more
In this issue of The Distributed Ledger, we discuss the IRS' warning letters for over 10,000 cryptocurrency holders, the SEC's settlement with a blockchain company regarding unregistered ICO transactions, and a European...more
9/23/2019
/ Blockchain ,
Crypto Exchanges ,
Cryptocurrency ,
Data Controller ,
Data Processors ,
Digital Assets ,
Distributed Ledger Technology (DLT) ,
Ethereum ,
FinHub ,
Gaming ,
General Data Protection Regulation (GDPR) ,
Initial Coin Offering (ICOs) ,
Initial Public Offering (IPO) ,
IRS ,
No-Action Letters ,
Personal Information ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements ,
Simple Agreement for Future Tokens (SAFT) ,
Smart Contracts ,
Startups ,
Unregistered Securities ,
Warning Letters
On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more
1/28/2019
/ Continuing Resolution ,
Corporate Issuers ,
Division of Corporate Finance ,
Financial Statements ,
Government Shutdown ,
Initial Public Offering (IPO) ,
Nasdaq ,
New Guidance ,
No-Action Letters ,
NYSE ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration ,
Waivers
In July 2018, changes came into effect to improve the range, quality and timeliness of information available to the market and to remedy certain perceived conflicts of interest during the U.K. initial public offering (IPO)...more
1/22/2019
/ Banks ,
Conflicts of Interest ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Conduct Authority (FCA) ,
Independent Investigations ,
Initial Public Offering (IPO) ,
New Rules ,
Registration Requirement ,
Stock Float ,
UK ,
UK Brexit ,
UK Regulatory Reforms
On July 17, 2018, the House of Representatives passed the JOBS and Investor Confidence Act (JOBS Act 3.0), a package of reforms consisting of 32 pieces of legislation principally designed to spur entrepreneurship by...more
7/24/2018
/ Accredited Investors ,
Angel Investors ,
Capital Formation ,
Dual Class Share Structures ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
M&A Brokers ,
Private Offerings ,
Proposed Legislation ,
Regulatory Burden ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Startups ,
Venture Funding
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
5/10/2018
/ Biotechnology ,
Broker-Dealer ,
Capital Markets ,
Chamber of Commerce ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Financial Reporting ,
ICFR ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investment Banks ,
JOBS Act ,
Large Corporate Filers ,
Mandatory Arbitration ,
Mutual Funds ,
Nasdaq ,
New Guidance ,
Offerors ,
PCAOB ,
Proxy Advisors ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Short Sales ,
SIFMA ,
Small Business ,
Technology Sector ,
Tick Size ,
WKSIs ,
XBRL Filing Requirements
On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more
2/9/2018
/ Acquisitions ,
Amended Rules ,
Capital Markets ,
Direct Listing ,
Initial Public Offering (IPO) ,
Listing Rules ,
Mergers ,
NYSE ,
Private Placements ,
Privately Held Corporations ,
Registration Statement ,
Securities ,
Securities and Exchange Commission (SEC) ,
Spinoffs ,
Valuation
Danny Tricot (London, capital markets): Capital markets in Europe were generally positive in 2017, recovering from a mixed year in 2016. The first half of the year was particularly strong for high-yield issuances in Europe,...more
1/26/2018
/ Capital Markets ,
Capital Markets Union ,
Debt Financing ,
Debt Market ,
Equity Markets ,
EU ,
European Central Bank ,
Financial Conduct Authority (FCA) ,
France ,
High-Yield Markets ,
Initial Public Offering (IPO) ,
Small and Medium-Sized Enterprises (SMEs) ,
UK
On November 1, 2017, the House of Representatives passed two bills intended to ease regulatory burdens on capital formation. The bills would amend the Securities Act of 1933 (Securities Act) to extend the “testing the waters”...more
11/7/2017
/ Accredited Investors ,
Capital Formation ,
Corporate Finance ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Legislation ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Standards ,
Securities and Exchange Commission (SEC)
On August 17, 2017, the staff (Staff) of the Securities and Exchange Commission (SEC) issued new guidance that will streamline significantly the confidential submission process for emerging growth companies (EGCs) and...more
8/23/2017
/ C&DIs ,
Confidential Information ,
Corporate Issuers ,
Draft Documents ,
Emerging Growth Companies ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
New Guidance ,
Registration Statement ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more
7/6/2017
/ Confidential Information ,
Corporate Issuers ,
Draft Documents ,
EDGAR ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more