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Initial Public Offering (IPO) Corporate Issuers

Latham & Watkins LLP

US IPO Guide - 2024 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Dorsey & Whitney LLP

Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

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On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file...more

Mayer Brown Free Writings + Perspectives

Market Trends 2020/21: Lock-Up Agreements

This practice note discusses lock-up agreements between underwriters or placement agents, on the one hand, and issuers and their directors, officers, and control persons, on the other, in connection with offerings of...more

Jones Day

SEC Adopts Final Rules Governing Payment Disclosure by Resource Extraction Issuers

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The rules will require resource extraction issuers to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to the U.S....more

Kramer Levin Naftalis & Frankel LLP

Two Additional California Courts Dismiss Securities Act Claims in Favor of Federal Forum Selection Provisions

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - September 2020

The Hong Kong Stock Exchange continues to pursue and implement a number of rule changes aimed at making the listing process more efficient while strengthening and broadening its role overseeing listed companies and the tools...more

White & Case LLP

Direct listings—something new, or variations on a theme?

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There has been a lot of publicity and interest surrounding the direct listings of Spotify (2018) and Slack (2019) in the United States. In many respects, these transactions resemble the traditional "introduction" which has...more

Winstead PC

FINRA Amendments to the Anti-Spinning Rules

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FINRA Amendments to Rules 5130 and 5131 - The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently effected changes to its rules regarding the purchase, sale, allocation, and distribution of initial equity...more

Latham & Watkins LLP

SEC Approves Amendments to FINRA’s New Issue Rules

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The amendments expand certain exemptions and provide additional guidance under Rules 5130 and 5131 with respect to equity IPO allocations. On December 19, 2019, the Financial Industry Regulatory Authority (FINRA) issued...more

Proskauer Rose LLP

Changes to FINRA Rules 5130 and 5131 Go Effective – Considerations for Private Fund Managers

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On November 5, 2019, the SEC approved changes to FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions). FINRA announced that the...more

Dechert LLP

SEC Approves Amendments to FINRA New Issue and Anti-Spinning Rules (Update)

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Update: FINRA announced this week that its recently approved amendments to Rule 5130 (New Issue Rule) and 5131 (Anti-Spinning Rule) will be effective January 1, 2020. See, FINRA Regulatory Notice 19-37, published December 19,...more

Dechert LLP

SEC Approves Amendments to FINRA New Issue and Anti-Spinning Rules

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The Securities and Exchange Commission approved amendments to the Financial Industry Regulatory Authority New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131) (collectively, Rules) on November 5, 2019...more

Mayer Brown Free Writings + Perspectives

Testing the Waters for All – New Rule 163B Expands TTW to All Issuers: First Analysis

In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by...more

Foley Hoag LLP - Public Companies & the Law

Let's talk about gun jumping . . .

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

Pillsbury Winthrop Shaw Pittman LLP

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

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

Dechert LLP

SEC Adopts Rule Allowing All Issuers to "Test the Waters"

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The Securities and Exchange Commission (SEC) on September 26, 2019 voted to adopt a new rule that extends the "test-the-waters" accommodation under the Securities Act of 1933 (Securities Act) to all issuers.1 The new Rule...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update – October 2019

This update provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In particular,...more

Eversheds Sutherland (US) LLP

Everybody “Test-the-Waters” - SEC Expands Communications Rule to All Issuers

On September 26, 2019, the Securities and Exchange Commission (SEC) announced that it has expanded the “testing-the-waters” exemption to all issuers. The new rule and related amendments under the Securities Act of 1933, as...more

Wilson Sonsini Goodrich & Rosati

SEC Extends "Test the Waters" to All Issuers

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts New Rule 163B to Permit “Test-the-Waters” Communications for All Issuers

On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more

A&O Shearman

SEC Issues Final Rule to Expand Test-the-Waters Communications to All Issuers

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On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expands ‘Testing-the-Waters’ Communications to All Issuers

On September 26, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B and related amendments under the Securities Act to expand the permitted use of “testing-the-waters” communications to all companies...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Dechert LLP

International Capital Markets Newsletter Issue 1 – Spring 2019: Market Spotlight – Recent Developments in Kazakhstan Capital...

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With the backdrop of the Government of Kazakhstan’s announced privatisation programme, Dechert’s London- and Almaty-based International Capital Markets team examines recent developments in Kazakhstan capital markets, as well...more

Dorsey & Whitney LLP

Impact of “Test-the-Waters” Reform Debated

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As we previously noted, in February, the SEC proposed expanding its “test-the-waters” accommodation from emerging growth companies (EGCs) only to all issuers via a new Rule 163B and related amendments. This accommodation...more

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