In March 2022, the Securities and Exchange Commission (SEC) proposed sweeping new rules to regulate the disclosures and liabilities associated special purpose acquisition companies (SPACs). The proposing release is available...more
In June of this year, the SEC issued a concept release that reviews the framework for exempt offerings, including several exemptions from registration under the Securities Act of 1933 that facilitate capital raising. The...more
11/1/2019
/ American Bar Association (ABA) ,
Capital Formation ,
Harmonization Rules ,
New Rules ,
Private Offerings ,
Proposed Rules ,
Retail Investors ,
Rulemaking Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
There have certainly been many developments in securities claims jurisdiction in the past several years, particularly in the area of “exclusive forum” provisions contained in charters or bylaws. Exclusive forum provisions...more
This week the SEC proposed to expand the “test-the-waters” accommodation—currently available to emerging growth companies (EGCs)—to all issuers, including investment company issuers. The proposed rule and related amendments...more
2/25/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Proposed Rules ,
Public Comment ,
Public Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Statement ,
Section 5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more
2/4/2019
/ C&DIs ,
Common Stock ,
Corporate Issuers ,
Form S-1 ,
Form S-3 ,
PIPEs ,
Private Placements ,
Publicly-Traded Companies ,
Registration Statement ,
Resales Agreements ,
Rule 144 ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
With the government partially shut down, the SEC is following its operations plan during a shutdown, which entails an extremely limited number of staff members available to respond to emergency situations involving market...more
1/8/2019
/ Capital Formation ,
EDGAR ,
Government Shutdown ,
Investors ,
M&A Brokers ,
Offering Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Section 8(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
On December 19, 2018, the Delaware Chancery Court held that a business incorporated in Delaware could not use its corporate charter or bylaws to require that its shareholders bring any securities claims under the Securities...more
Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more
12/11/2018
/ Confidential Information ,
Corporate Counsel ,
Emerging Growth Companies ,
General Solicitation ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Investors ,
Press Releases ,
Printed Publications ,
Public Offerings ,
Registration Statement ,
Regulation D ,
Rule 506(c) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders
In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more
11/17/2017
/ Affiliates ,
Controlling Stockholders ,
Investors ,
Merger Agreements ,
Nasdaq ,
Registration Statement ,
SEC Comment Letter Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
Shareholders ,
Stock Float ,
Stocks