James McDonald on Initial Public Offering (IPO)

European Debt and Equity Markets Resilient in Face of Turbulent Year

The European debt and equity markets shrugged off the impact of a nearly total shutdown due to COVID-19 at the end of the first quarter of 2020 to rebound with strong performances in the second half of the year. As activity...more

1/29/2021 / Capital Markets , Coronavirus/COVID-19 , Debt Financing , Debt Market , Equity Markets , EU , High Yield Bonds , High-Yield Markets , Initial Public Offering (IPO) , Special Purpose Acquisition Companies (SPACs) , UK , UK Brexit

NYSE Direct Listing Rules Approved; Nasdaq Proposes Substantially Similar Rules

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

1/14/2021 / Capital Markets , Direct Listing , Initial Public Offering (IPO) , Listing Rules , Nasdaq , NYSE , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Underwriting

SEC Stays NYSE Rules on Primary Direct Listings

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

9/9/2020 / Capital Raising , Direct Listing , Initial Public Offering (IPO) , NYSE , Publicly-Traded Companies , Regulatory Agenda , Rulemaking Process , Securities and Exchange Commission (SEC) , Securities Regulation , Stays

Key Considerations for Non-US Companies Listing in the US

The United States continues to be the destination of choice for many non-U.S. companies looking to go public. Active trading, superior liquidity, attractive valuations for growth companies and a deep pool of sophisticated...more

6/18/2020 / Disclosure Requirements , Executive Compensation , Foreign Private Issuers , GAAP , IFRS , Initial Public Offering (IPO) , Listing Standards , Popular , Publicly-Traded Companies , Sarbanes-Oxley , Securities and Exchange Commission (SEC) , Securities Exchanges , Securities Regulation

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

1/30/2020 / Acquisitions , Administrative Procedure Act , Anti-Discrimination Policies , Anti-Harassment Policies , Anti-Kickback Statute , Antitrust Investigations , Appeals , Arbitration Awards , Attorney General , Backstop Agreements , BEPS , BitLicense , Blockchain , Board of Directors , Bonds , Capital Markets , CFIUS , CFTC , Chapter 11 , Claim Preclusion , Class Action , Commercial Bankruptcy , Common Stock , Congressional Investigations & Hearings , Congressional Subpoenas , Consumer Financial Protection Bureau (CFPB) , Cooperation Agreement , Copyright , Corporate Governance , Corporate Restructuring , Corporate Social Responsibility , Corporate Taxes , Corwin Doctrine , Covenant Lite Deals , Creditors , Cross-Border Transactions , DACA , DE Supreme Court , Debt Financing , Debtors , Department of Justice (DOJ) , Dischargeable Debts , Disgorgement , Disparate Impact , Dodd-Frank , Down Rounds , Drug Pricing , EBITDA , Employee Retirement Income Security Act (ERISA) , Employer Liability Issues , Employment Discrimination , Enforcement Actions , Enforcement of Foreign Judgments , Enterprise Act 2002 , Environmental Social & Governance (ESG) , EU , Fair Housing Act (FHA) , Federal Trade Commission (FTC) , FinTech , FIRRMA , Foreign Acquisitions , Foreign Investment , Foreign Issuers , FRCP 23 , General Data Protection Regulation (GDPR) , General Elections , GILTI tax , High-Yield Markets , Hong Kong , Hong Kong Stock Exchange , Individual Accountability , Initial Public Offering (IPO) , Intellectual Property Litigation , Intercreditor Agreements , International Arbitration , International Litigation , IRS , Issue Preclusion , Japan , Joint Venture , Legislative Agendas , Life Sciences , Listing Rules , Litigation Strategies , Make-Whole Premium , Mergers , MFW , Multinationals , National Security , PCAOB , Pharmaceutical Industry , Political Parties , Preferred Shares , Private Offerings , Privately Held Corporations , Proxy Advisory Firms , Publicly-Traded Companies , Refinancing , Regulatory Agenda , Reporting Requirements , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Separation of Powers , Shareholder Activism , Shareholder Proposals , Shareholders , Split of Authority , State Labor Laws , Stock Drop Litigation , Tax Cuts and Jobs Act , Tax Litigation , Technology Sector , Third-Party Release Agrements , Transparency , UK , UK Brexit , Valuation , White Collar Crimes

SEC Expands ‘Testing-the-Waters’ Communications to All Issuers

On September 26, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B and related amendments under the Securities Act to expand the permitted use of “testing-the-waters” communications to all companies...more

9/28/2019 / Accredited Investors , Business Development Companies , Corporate Issuers , Emerging Growth Companies , Exemptions , Initial Public Offering (IPO) , Institutional Investors , New Rules , Public Offerings , Qualified Institutional Buyers , Rule 163B , Securities Act , Securities and Exchange Commission (SEC) , Testing-the-Waters Communications

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - September 2019

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

US Government Shutdown Ends – SEC Issues Guidance to Address Significant Backlog of Filing Reviews and Shareholder Proposals

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

The JOBS Act 3.0: Regulatory Reforms Pass House of Representatives

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

Capital Markets Alert – Public Market Advocacy Groups Release Guidance

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

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

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

Corporate Finance Alert: House Passes Bipartisan Legislation Intended to Ease Capital Formation

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)

Corporate Finance Alert: SEC Issues New Guidance on Draft Registration Statements, Including Omission of Interim Financial...

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)

SEC to Permit All Issuers to Submit Confidential Draft Registration Statements

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

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group...

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

11/4/2016 / 16(b) , Facebook , Initial Public Offering (IPO) , Lock-Up Agreement , Profits , Securities and Exchange Commission (SEC) , Securities Exchange Act , Shareholders , Short-Swing Trading , Underwriting

"Investment-Grade Notes Increase, IPOs Decline in 2015"

Investment-Grade Notes - The U.S. investment-grade notes market ended the year 13 percent higher by dollar value (2 percent higher by issuances) than in 2014, with $1.3 trillion (2,021 issuances)....more

1/20/2016 / Corporate Financing , Initial Public Offering (IPO) , Investment-Grade Notes

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

1/24/2014 / Compliance , Disclosure Requirements , Dodd-Frank , Emerging Growth Companies , Foreign Exchanges , Foreign Private Issuers , Initial Public Offering (IPO) , JOBS Act , Nasdaq , NYSE , Securities and Exchange Commission (SEC) , Stocks

James McDonald

Skadden, Arps, Slate, Meagher & Flom LLP

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