The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks....more
In an attempt to facilitate capital raising, the SEC announced that it was expanding the ability of issuers to submit draft registration statements for confidential review by the staff. Historically, this procedure was mostly...more
On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more
We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more
[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
Securities and Exchange Commission Chair Gary Gensler was back on the Hill, this time testifying before the Subcommittee on Financial Services and General Government, US House Appropriations Committee. During his testimony,...more
In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more
As SPACs continue to barrel through 2020 at top speed, SEC has taken notice and we’ve already seen a number of remarks focusing on sufficient disclosure from Chair Clayton and Commissioner Lee. One area that does not seem to...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
In monitoring SEC comment letters, we came across a SEC comment letter recently made public. While we acknowledge the term “pro forma” is often used by registrants when adjusting their GAAP results to provide additional...more
Special purpose acquisition companies (SPACs) have experienced a renewed popularity over the past couple of years due to favorable capital markets conditions. A SPAC is a publicly traded acquisition and investment vehicle...more
The Fixing America’s Surface Transportation Act (FAST Act), which became law in December 2015, contained important federal securities law changes. - Among other changes, it further reduced the burdens on emerging growth...more
Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more
The Securities and Exchange Commission (SEC) has adopted interim final rules permitting smaller reporting companies, generally companies with a public float of less than $75 million, to incorporate by reference on Form S-1...more
The Jumpstart Our Business Startup Act of 2012 (the "JOBS Act") was enacted on April 5, 2012 in an effort to make it easier for certain emerging growth companies (EGCs), generally defined as companies with annual gross...more
The SEC’s rule changes further streamline the pathway for many companies to conduct their initial public offerings and reduce the burdens associated with their subsequent SEC periodic reporting obligations. On January...more
As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. Although primarily a transportation bill, the FAST Act also made changes to the federal securities laws as...more
The new Fixing America’s Surface Transportation Act (FAST Act) builds upon several securities laws contained in the Jumpstart Our Business Startups Act (JOBS Act), the 2012 law that sought to expand and ease capital raising...more
Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more
A flurry of activity was seen last week on the House floor as the Financial Services Committee reported on various bills, many of which JOBS Act related. These bills propose to change registration and reporting requirements...more
Earlier this month, fitness-tracking company Fitbit, Inc. filed a Form S-1 Registration Statement for an IPO of up to $100 million that exhaustively disclosed potential cybersecurity risks with respect to the personal data...more