JOBS Act, Registration Statement

SEC Adopts Rule Amendments to Modernize Certain Disclosures Under Regulation S-K

Ballard Spahr LLP on 9/4/2020

By a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) has adopted amendments designed to modernize the disclosure requirements involving description of business (Item 101), legal proceedings (Item 103), and risk...more

EGC IPOs and IPO Registration Statement Trends in 2019

Mayer Brown Free Writings + Perspectives on 11/18/2019

IPOs in 2019 have raised more capital across a smaller number of deals, as we have previously blogged. EY’s recent Trends in US IPO Registration Statements report notes that the US Securities and Exchange Commission (“SEC”)...more

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

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

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

"Test-The-Waters" Exemption To Be Available To All Issuers

Goodwin on 10/2/2019

The Securities and Exchange Commission (SEC) has adopted a new rule that will allow all issuers to engage in test-the-waters communications regarding a contemplated registered securities offering with qualified institutional...more

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

Dorsey & Whitney LLP on 9/27/2019

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

SEC Proposes New Rule to Expand “Test-the-Waters” Modernization Reform to Registered Investment Companies

K&L Gates LLP on 3/19/2019

I. EXECUTIVE SUMMARY - On February 19, 2019, the SEC proposed Rule 163B (the “Proposed Rule”) and amendments to certain related rules under the Securities Act of 1933, as amended (the “1933 Act”), that would enable all...more

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

Eversheds Sutherland (US) LLP on 2/25/2019

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

First S-1 Filing for an ICO: Going Legit or Just a Crypto Head Fake?

Farrell Fritz, P.C. on 5/7/2018

Initial coin offerings so far have gone through two major phases in their brief lifespan. The initial phase flew under the regulatory radar in an explosion of deals that raised billions of dollars seemingly overnight and...more

Blog: Is The SEC About To Allow All Companies To “Test The Waters”?

Cooley LLP on 2/26/2018

The WSJ is reporting that “people familiar with the matter”—every reporter’s favorite source—say that the SEC is “weighing” expanding “test the waters” beyond just EGCs. You might recall that, in 2012, the JOBS Act allowed...more

The Short Field Guide to IPOs - November 2017

Morrison & Foerster LLP - JOBS Act on 11/21/2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

Corporate Finance Alert: House Passes Bipartisan Legislation Intended to Ease Capital Formation

Skadden, Arps, Slate, Meagher & Flom LLP on 11/7/2017

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 Expands Confidential Review of IPO Registration Statements

Kilpatrick on 8/24/2017

The SEC announced earlier this summer (and supplemented that announcement late last week with additional information) that it has expanded the availability of its popular procedure for confidential non-public review of, and...more

Update to Registration Statement Processing Procedures

Morrison & Foerster LLP - JOBS Act on 8/21/2017

The Staff of the SEC also recently updated the procedures relating to nonpublic review of draft registration statements. Specifically, the following guidance was added...more

Non-Public Review of Registration Statements

King & Spalding on 8/3/2017

On July 10, 2017, the SEC’s Division of Corporate Finance started accepting confidential submissions for draft registration statements for all initial public offerings (IPOs) for non-public review. Previously, in connection...more

Mid-Year IPO Trends - July 2017

Morrison & Foerster LLP - JOBS Act on 7/24/2017

Practical Law Company recently reviewed trends in the U.S. IPO market for the first half of 2017. In the first five months of 2017, 46 IPO issuers identified themselves as emerging growth companies (EGCs). Under the JOBS...more

SEC Commences Expanded Nonpublic Review of Registration Statements

Dechert LLP on 7/22/2017

The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more

Orrick's Financial Industry Week In Review

Orrick, Herrington & Sutcliffe LLP on 7/14/2017

Federal Reserve and FDIC Post Resolution Plans for Eight Major Financial Firms - On July 5, 2017, the Federal Reserve Board (the "Board") and the Federal Deposit Insurance Corporation ("FDIC") posted the public portions of...more

SEC Allows Non-EGCs to Submit Certain Draft Registration Statements for Confidential Review

Baker Donelson on 7/14/2017

Effective July 10, 2017, the Securities and Exchange Commission's Division of Corporation Finance began accepting draft registration statement (DRS) submissions from issuers filing registration statements in connection with...more

SEC to Allow Issuers to File Draft Initial Registration Statements on a Nonpublic Basis

Orrick - Finance 20/20 on 7/14/2017

On June 29, 2017, the Securities and Exchange Commission (“SEC“) announced that it would begin to allow issuers to file draft initial registration statements under the Securities Act of 1933 (the “Securities Act“) on a...more

SEC Extends to Non-EGCs Process For Nonpublic Review of Registration Statements

Hogan Lovells on 7/12/2017

On June 29, the SEC announced that its Division of Corporation Finance will allow all companies to submit for nonpublic review draft registration statements relating to initial public offerings and other specified...more

SEC Expands Use of Confidential Submissions of Draft Registration Statements

Foley & Lardner LLP on 7/10/2017

The U.S. Securities and Exchange Commission (SEC) recently announced that, beginning on July 10, 2017, the Division of Corporation Finance (the Division) will permit all companies to submit draft registration statements, on a...more

Corporate and Financial Weekly Digest - Volume XII, Issue 26

Katten Muchin Rosenman LLP on 7/10/2017

SEC/CORPORATE - SEC Expands Nonpublic Review of Draft Registration Statements - On June 29, the Division of Corporation Finance (Division) of the Securities and Exchange Commission announced that, beginning on July 10,...more

SEC Allows All Companies to Submit Confidential Initial Registration Statements

Orrick, Herrington & Sutcliffe LLP on 7/10/2017

On June 29, 2017, the SEC announced that starting on July 10, 2017 all companies can take advantage of confidential SEC review of certain registration statements submitted in connection with an IPO. Confidential SEC review...more

SEC Confidential Submission Procedures Expanded Beyond Emerging Growth Company Issuers Beginning July 10, 2017

Akin Gump Strauss Hauer & Feld LLP on 7/8/2017

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

SEC Expands Confidential Submission Process to All IPOs

Bracewell LLP on 7/7/2017

The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

The Jump-Start Our Business Start-Ups Act › Registration Statement

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