News & Analysis as of

Direct Listing

Shearman & Sterling LLP

The United States Supreme Court Will Hear Case Presenting Question Of Whether Investors Have Standing To Bring Securities Act...

On December 13, 2022, the United States Supreme Court granted a petition for certiorari to review a split decision by the Ninth Circuit holding that plaintiff-investors had standing under the Securities Act of 1933 (the...more

Stinson LLP

SEC Approves Relaxed Pricing Limits for NYSE and NASDAQ Primary Direct Floor Listings

Stinson LLP on

On December 15, 2022, the Securities and Exchange Commission (SEC) relaxed price range limitations when it approved a proposed rule change set forth by the New York Stock Exchange (NYSE) for companies listing in connection...more

Mayer Brown Free Writings + Perspectives

NYSE Receives Approval for Rule Change Providing More Flexibility for Direct Listings with Capital Raise

On December 15, 2022, the New York Stock Exchange (“NYSE”) received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales...more

Alston & Bird

Supreme Court to Decide Whether the 1933 Act’s Strict Liability Provisions Apply to Direct Listings

Alston & Bird on

Alston & Bird’s Securities Litigation Group analyzes the issues facing the U.S. Supreme Court in an appeal that will determine whether companies face potential liability under the 1933 Act for shares made available to the...more

Morgan Lewis

US Supreme Court to Hear Appeal Regarding Securities Act Claims in Direct Listings

Morgan Lewis on

The US Supreme Court recently agreed to hear an important appeal of a US Court of Appeals for the Ninth Circuit decision interpreting Sections 11 and 12(a)(2) of the Securities Act of 1933 in the context of a direct stock...more

Cooley LLP

US Supreme Court to Hear Direct Listing Appeal

Cooley LLP on

On December 13, 2022, the US Supreme Court granted Slack’s petition for a writ of certiorari, which urged the Court to review the Ninth Circuit’s ruling that shareholders in a direct listing have standing to sue under...more

Mayer Brown Free Writings + Perspectives

Nasdaq Receives Approval for Rule Change Providing More Flexibility for Direct Listings with Capital Raise

On December 2, 2022, Nasdaq received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of the company shares in the...more

Shearman & Sterling LLP

Greater Flexibility for Raising Capital in Nasdaq Direct Listings

On December 2, 2022, the SEC, acting through its Division of Trading and Markets, approved changes that Nasdaq had proposed to its regime for primary direct listings (which Nasdaq refers to as direct listings with a capital...more

Woodruff Sawyer

Guide to D&O Insurance for IPOs and Direct Listings, 2023 Edition

Woodruff Sawyer on

Woodruff Sawyer is the market leader when it comes to placing D&O insurance for companies going public. Experience matters when it comes to IPOs and direct listings. You want a specialist on your insurance brokerage team to...more

Mayer Brown Free Writings + Perspectives

SEC Small Business Capital Formation Advisory Committee Examines the Public Market

The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee held a panel discussion on recent trends in taking a company public during its October 13, 2022 meeting. The panel, “Update on the...more

Woodruff Sawyer

D&O Insurance for Foreign IPOs and Direct Listings

Woodruff Sawyer on

Becoming a public company is a big undertaking for any private company; there is added complexity for foreign filers, which is to say private issuers incorporated under the laws of a country other than the United States. One...more

Fenwick & West Life Sciences Group

Going Public Report: IPOs, SPACs and Direct Listings Facing Headwinds in 2022 After Record Year - 2021 Milestones and 2022 Outlook

Following a record-breaking year for IPOs and other going-public transactions in 2021, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing...more

Fenwick & West LLP

Going Public Report: IPO's SPACs and Direct Listings Facing Headwinds in 2022 After Record Year - 2021 Milestones and 2022 Outlook

Fenwick & West LLP on

Following a record-breaking year for IPOs and other going-public transactions, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing conflict...more

Fenwick & West LLP

SEC Approves Nasdaq Rule Change Allowing Direct Listings with a Capital Raise (Update)

Fenwick & West LLP on

[Editor's Note (1/25/22): This article includes an update regarding the amended rule proposal Nasdaq filed with the SEC in January 2022.] [Editor's Note (6/1/21): This article includes an update regarding a proposed rule...more

Skadden, Arps, Slate, Meagher & Flom LLP

Strong IPO Demand Offered One Route to Public Markets; Other Companies Opted for De-SPACs or Direct Listings

Takeaways - U.S. IPOs skyrocketed in 2021, with SPAC IPOs and direct listings contributing meaningfully to the increase. Along with the rise in IPO activity, companies are receiving more SEC comments on their filings....more

Mayer Brown Free Writings + Perspectives

NYSE Listings 2021 in Review

The NYSE’s yearly statistics release highlights a second consecutive year of record new listings and the exchange’s increased focus on sustainability.  This year’s listings added $1 trillion of new market capitalization to...more

Goodwin

Ninth Circuit Holds that Purchasers of Unregistered Shares in Slack’s Direct Listing May Bring Securities Act Claims

Goodwin on

Ninth Circuit Holds that Purchasers of Unregistered Shares in Slack’s Direct Listing May Bring Securities Act Claims; Small Class of Crypto Purchasers Recommended for Certification; Tether to Pay $41 Million to Settle...more

Cadwalader, Wickersham & Taft LLP

Securities Litigation Update: Divided Ninth Circuit Permits Direct-Listing Investors to Assert Securities Act Claims, Despite...

On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more

Cooley LLP

Blog: Ninth Circuit Rejects ‘Direct Listing’ Carve-Out from Securities Act Liability

Cooley LLP on

On September 20, 2021, the United States Court of Appeals for the Ninth Circuit issued its much anticipated decision in Pirani v. Slack Technologies, Inc., which raised the novel question (a question of first impression,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Ruling on Issue of First Impression, Ninth Circuit Issues Decision on Statutory Standing in Direct Listing Cases

On September 20, 2021, in the first case by a U.S. Court of Appeals to have considered the issue, the Ninth Circuit U.S. Court of Appeals held that a shareholder plaintiff had statutory standing to pursue claims under...more

Latham & Watkins LLP

Ninth Circuit’s Slack Decision Forges New Ground for Securities Act Liability Related to Direct Listings

Latham & Watkins LLP on

The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings. The Slack Direct Listing Decision - On September 20, 2021, the US Court of Appeals...more

Fenwick & West LLP

Divided 9th Circuit Panel Holds That Sections 11 and 12(a)(2) Apply to Unregistered Shares in Direct Listings

Fenwick & West LLP on

On September 20, 2021, in a 2-1 decision, the U.S. Court of Appeals for the Ninth Circuit held that Sections 11 and 12(a)(2) of the Securities Act of 1933 (1933 Act) apply to direct listings of company shares, including...more

Cooley LLP

Blog: 9th Circuit decides Section 11 standing in a direct listing

Cooley LLP on

When the SEC was considering the NYSE’s proposal to permit direct listings of primary offerings, one of the frequently raised problems related to the potential “vulnerability” of “shareholder legal rights under Section 11 of...more

Morrison & Foerster LLP

Removing The Slack On Direct Listings: The Ninth Circuit Expands Standing In Favor Of Investors Who Bring Class Actions Related To...

Strict liability is the “strong medicine” that the federal securities laws impose for misleading statements made in connection with initial public offering documents. That strict liability regime attracts a steady stream of...more

Fenwick & West LLP

Fenwick’s Going Public Report: Covering U.S. Technology and Life Sciences IPOs, de-SPAC Mergers and Direct Listings - 2021 H1

Fenwick & West LLP on

Technology and life sciences companies went public at an extraordinary rate in the first half of 2021 and they continued to do so via different paths: initial public offerings, de-SPAC mergers and direct listings. Our...more

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

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Information for EU and Swiss Residents

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Changes in Our Privacy Policy

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Contacting JD Supra

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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