News & Analysis as of

Institutional Investors Emerging Growth Companies

Partridge Snow & Hahn LLP

SEC Adopts Changes to Accredited Investor Definition

On August 26, 2020, Jay Clayton, Chairman of the U.S. Securities and Exchange Commission (SEC), released a Statement on Modernization of the Accredited Investor Definition. This Statement reflects the SEC’s commitment to...more

BakerHostetler

SEC Adopts New Securities Act Rule 163B and Related Amendments to Expand the Use of ‘Test-the-Waters' Communications

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On Sept. 25, 2019, the U.S. Securities and Exchange Commission (SEC) adopted previously proposed Rule 163B under the Securities Act of 1933, as amended, to expand the use of “test-the-waters” (TTW) communications – which,...more

Mayer Brown Free Writings + Perspectives

SEC Small Entity Compliance Guide on Testing the Waters

The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule...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

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

K&L Gates LLP

SEC Adopts Rule Expanding “Test-the-Waters” Modernization Reform

K&L Gates LLP on

EXECUTIVE SUMMARY - On September 26, 2019, the Securities and Exchange Commission (the “SEC”) adopted Rule 163B (the “Rule”) under the Securities Act of 1933, as amended (the “1933 Act”), which enables all issuers to...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

Orrick, Herrington & Sutcliffe LLP

SEC Expands "Test-the-Waters" Communications For All Companies

On September 26, 2019, the Securities and Exchange Commission (SEC) adopted Rule 163B permitting all companies to use test-the-waters (TTW) communications. This change will enable all companies to take advantage of practices...more

Proskauer Rose LLP

SEC Adopts Final Rule on “Test-the-Waters” Communications

Proskauer Rose LLP on

On September 25, 2019, the Securities and Exchange Commission (the "SEC") adopted Rule 163B under the Securities Act of 1933, as amended (the "Securities Act"), which permits all issuers, including business development...more

Fenwick & West LLP

“Testing-the-Waters” for All

Fenwick & West LLP on

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more

Sheppard Mullin Richter & Hampton LLP

Gauging Interest: SEC Votes to Approve Proposal to Expand “Test-the-Waters” Rules

The Securities and Exchange Commission (“SEC”) announced on September 26, 2019 that it voted to adopt the application of “testing-the-waters” rules to all issuers who engage in raising capital in the public markets. This...more

Bass, Berry & Sims PLC

SEC Adopts New Rule to Allow All Issuers to "Test-the-Waters"

Bass, Berry & Sims PLC on

On September 26, 2019, the SEC voted to adopt a new rule that extends a “test-the-waters” accommodation—currently a tool available only to emerging growth companies (EGCs)—to all issuers. The rule will become effective 60...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

Ballard Spahr LLP

SEC Allows ‘Test-the-Waters’ Communications for All Issuers

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We previously discussed the Securities and Exchange Commission’s (the SEC) proposed Rule 163B under the Securities Act of 1933, as amended (the Securities Act), and proposed amendments to Rule 405 promulgated under the...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

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on FINRA's Efforts to Provide Disclosure Innovations for Advertising and...

SEC/CORPORATE - New SEC Rule Expands “Test-the-Waters” to All Issuers - On September 26, the Securities and Exchange Commission adopted a new rule to allow all issuers, not just emerging growth companies, to utilize...more

A&O Shearman

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

A&O Shearman on

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

Dorsey & Whitney LLP

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

Dorsey & Whitney LLP on

In connection with its efforts to modernize the regulatory framework, the SEC announced a new rule that provides all issuers with the flexibility provided by the JOBS Act to use “test-the-waters” communications with...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

Dechert LLP

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Dechert LLP on

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging...more

Pillsbury Winthrop Shaw Pittman LLP

Easing the Prohibitions against Gun-Jumping

On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would generally permit all issuers to “jump the gun”—that is, to make offers to certain institutional investors prior to the filing of a...more

Eversheds Sutherland (US) LLP

SEC proposes to expand “testing-the-waters” provisions to all issuers

On February 19, 2019, the Securities and Exchange Commission (SEC) announced a proposal to expand the “testing-the-waters” exemption to all issuers. Currently the exemption is limited to emerging growth companies (EGCs)....more

Cooley LLP

Blog: Pretty soon, any company will be able to test the waters

Cooley LLP on

The SEC has voted to propose a new rule, Rule 163B, that would expand the JOBS Act’s “test-the-waters” reform beyond emerging growth companies to apply to all issuers....more

Latham & Watkins LLP

Increasing Access to Equity Financing for Emerging Companies

Latham & Watkins LLP on

Emerging companies remain under-represented on Europe’s capital markets despite the introduction of measures to make equity financing more accessible. This was the overarching takeaway from a recent one day summit at which...more

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