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Looking Ahead to T+1 Settlement for Broker-Dealer Securities Transactions

Beginning May 28, 2024, the standard settlement cycle for most broker-dealer securities transactions will be one business day (T+1) following a trade instead of two business days (T+2), which has been the standard since 2017....more

2023 Technology and Life Sciences IPO Report

Market volatility, high interest rates, and ongoing geopolitical conflict continue to influence low levels of IPO activity in the U.S. capital markets. The trend is observed across all sectors, resulting in IPO levels similar...more

2023 Technology and Life Sciences PIPE and RDO Report

The 2023 Technology and Life Sciences PIPE and RDO Report presents analysis related to 177 private investments in public equity (PIPEs) and registered direct offerings (RDOs) by U.S.-based technology and life sciences...more

SPARCs: An Attractive Alternative to Traditional SPACs?

On September 29, 2023, the U.S. Securities and Exchange Commission (SEC) declared effective a registration statement for Pershing Square SPARC Holdings, Ltd., which is contemplating a unique variation on the traditional...more

Potential Ramifications of a Government Shutdown for the SEC

If U.S. congressional leaders are unable to resolve the current federal budget standoff, it is expected that much of the federal government, including the U.S. Securities and Exchange Commission (SEC), would shut down soon...more

Return Of The IPO? Considerations for Technology Companies in Pre-IPO Limbo

In recent weeks, Arm, Instacart, and Klaviyo priced their IPOs, marking some of the first notable IPOs by technology companies in the past 18 months. As macroeconomic conditions and market sentiment appear to stabilize,...more

2023 Mid-Year Technology and Life Sciences PIPE and RDO Report

Wilson Sonsini Goodrich & Rosati’s 2023 Mid-Year Technology and Life Sciences PIPE and RDO Report presents analysis related to 87 private investments in public equity (PIPEs) and registered direct offerings (RDOs) by...more

SEC Proposes Rules to Alter Disclosure and Liability Regime for De-SPAC Transactions

SEC Proposed Rule Release 33-11048: Special Purpose Acquisition Companies, Shell Companies, and Projections - On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed a series of rules and amendments...more

SEC Addresses Accounting Treatment for SPAC Warrants

On April 12, 2021, the U.S. Securities and Exchange Commission (SEC) published a joint statement by John Coates, Acting Director of the Division of Corporation Finance, and Paul Munter, Acting Chief Accountant, which provides...more

SEC Signals Heightened Focus on SPACs and de-SPAC Transactions

In light of the dramatic upswing in the use of special purpose acquisition companies (SPACs), the staff of the Securities and Exchange Commission (SEC) has issued several public statements highlighting concerns and issues...more

SEC Approves NYSE Proposal for Primary Direct Listings (Again)

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) allowing companies to sell new shares and raise capital in direct listings....more

Division of Corporation Finance Publishes Guidance for China-Based Issuers

U.S. House of Representatives Passes the Holding Foreign Companies Accountable Act - On November 23, 2020, the Division of Corporation Finance published CF Disclosure Guidance: Topic No. 10, Disclosure Considerations for...more

ISS Publishes Proposed Benchmark Policy Changes for 2021

On October 14, 2020, Institutional Shareholder Services Inc. (ISS) published for comment its proposed voting policy changes for the 2021 proxy season. If adopted, these policy changes would generally apply to meetings that...more

10b5-1 Trading Plans: Practical Considerations for Company Insiders

Directors, officers, and other company insiders often receive a meaningful portion of their overall compensation through equity awards. As these awards vest, these insiders may seek to liquidate some or all of their...more

Nasdaq Proposals, U.S. Senate Bill, and Presidential Memorandum Seeking to Address Risks with Emerging Market Investments and...

In May 2020, The Nasdaq Stock Market LLC (Nasdaq) filed with the U.S. Securities and Exchange Commission (SEC) three proposals to adopt new listing requirements for Restrictive Market companies and address certain audit...more

COVID-19 Updates for Public Companies: Nasdaq and NYSE Provide Temporary Relief Measures

In light of the continued market uncertainty caused by the novel coronavirus (COVID-19) pandemic, The Nasdaq Stock Market LLC (Nasdaq) and the New York Stock Exchange (NYSE) have tolled compliance periods for certain of their...more

Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material...more

SEC Announces Enforcement Initiative for Delinquent Securities Holding and Trading Reporting by Corporate Insiders and Public...

On September 10, 2014, the Securities and Exchange Commission (SEC) announced charges against 13 officers or directors and 15 major shareholders of publicly traded companies for violating Section 16(a), Section 13(d), and/or...more

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