CorpCast Episode 1: Sections, 204, 205 and In re Numoda
Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more
WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome...more
The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more
As a reminder, effective on Tuesday, October 1st, the SEC’s registration fees will increase to $129.80/million dollars registered, an increase from $121.20/million dollars registered....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
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
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
On March 23, 2018, President Donald Trump signed the Consolidated Appropriations Act of 2018 into law. This legislation includes the Small Business Credit Availability Act (SBCA), which contains numerous changes to...more
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
SEC/CORPORATE - SEC Division of Corporation Finance Issues New and Updated C&DIs on Omission of Financial Information from Draft Registration Statements - Since the adoption of the Fixing America’s Surface...more
On August 17, 2017, the SEC’s Division of Corporation Finance issued guidance further extending an important accommodation provided to companies contemplating going public. Under the updated guidance, all issuers, including...more
On August 17, 2017, the Securities and Exchange Commission (SEC) updated its June 29, 2017 guidance on the confidential review process for draft registration statements and financial information that may be omitted from draft...more
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
Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more
Effective July 10, 2017, the U.S. Securities and Exchange Commission will review draft registration statements for initial public offerings and follow-on offerings within the first year of initial registration on a nonpublic...more
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
The SEC adopted technical rule and form amendments under the JOBS Act that impact almost every periodic report and registration statement by adding an additional “check the box” item on the covers (as well as the introductory...more
The SEC issued three new C&DIs on fee calculations: Question 240.11 - Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options. ...more
On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance in the form of Compliance and Disclosure Interpretation Question 116.25 (C&DI...more
Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements. The SEC’s order instituting proceedings alleges that the...more