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
On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order granting approval of The Nasdaq Stock Market LLC’s (Nasdaq’s) proposed rule change, to Nasdaq Rules 5605, 5615, and 5810. These amendments...more
Pessimism surrounding the Federal Reserve’s interest rate hikes, combined with subdued business and consumer confidence as well as geopolitical concerns, weighed heavily on the IPO market in 2023. With 117 IPOs in 2023...more
Non-US companies are attracted to going public on a US exchange for a variety of reasons, such as access to capital, increased liquidity, and in some cases, more flexible rules and regulations compared to other markets....more
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
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
Recent SEC Comment Letters Recent Securities and Exchange Commission (SEC) comment letters reveal the SEC's close examination of special purpose acquisition companies (SPACs) and their proposed business combinations show no...more
Stable Road Enforcement Action Post Mortem: Lessons for the SPAC Market After Momentus Begins Trading - Stable Road And Momentus Close Business Combination. On August 11, Stable Road Acquisition Corp., a special purpose...more
Key proposed changes to the UK listing regime include the removal of the presumption of suspension in trading in a SPAC’s shares when it announces a potential acquisition, subject to certain qualifying criteria being met....more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more
Yesterday, by another 3-2 vote, the SEC approved changes to NYSE listing rules relating to primary direct listings after conducting a “de novo” review following objections raised by certain investors and commentators. In...more
On August 26, the SEC’s Division of Trading and Markets took action, pursuant to delegated authority, to approve a proposed NYSE rule change that would allow companies going public to raise capital through a primary direct...more
Direct listings have been gaining traction as an alternative to the traditional IPO approach to going public. A direct listing is the registered sale of a company’s stock and the listing of that company’s stock on an exchange...more
The current proposal, which was submitted by the NYSE on June 22, 2020, would, like the prior proposal, allow a private company seeking to raise capital through a direct listing to satisfy the NYSE's market value requirement...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
Less than a week after the U.S. Securities and Exchange Commission ("SEC") rejected a proposed rule change to permit primary capital raising in direct listings, the New York Stock Exchange ("NYSE") submitted an updated...more
On December 6, 2019, the U.S. Securities and Exchange Commission rejected a proposed New York Stock Exchange ("NYSE") rule change that would allow companies to raise capital in a direct listing...more
Yesterday, the New York Stock Exchange (NYSE) filed a revised proposal with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Last week, as discussed in our...more
On November 26, 2019, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission (SEC) to modify its requirements with respect to direct listings. If approved by the SEC, the...more
The Situation: Direct listings, through which a company lists its shares on a national stock exchange without conducting a traditional initial public offering ("IPO"), have received significant attention from the media and...more
Spotify Technology S.A. went public on April 3, 2018 through a direct listing of its shares on the New York Stock Exchange. Key Points: ..A direct listing is an innovative structure that provides companies with an...more
The chatter has it that some unicorns are considering skipping the standard underwritten IPO in favor of a “direct listing.” Essentially, this process involves a registered sale by selling shareholders directly into the...more
The Securities and Exchange Commission (SEC) has approved a proposal by the New York Stock Exchange (NYSE) to facilitate listing on the NYSE without a prior underwritten public offering. Section 102.01B of the NYSE Listed...more
On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more
Major index providers S&P Dow Jones, FTSE Russell, and MSCI recently adopted, or are in the process of considering, changes to their index eligibility rules that could significantly impact companies that have, or that are...more