News & Analysis as of

Offering Documents

Stikeman Elliott LLP

CSA Announce Measures to Support Canadian Markets and Issuers

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The Canadian Securities Administrators (“CSA”) recently announced measures to support the competitiveness of Canadian capital markets in response to the current uncertainty in global markets. The measures are being...more

Bennett Jones LLP

Canadian Securities Regulators Take Further Incremental Steps to Promote Access to Capital Markets

Bennett Jones LLP on

Against the current backdrop of global market uncertainty, on April 17, 2025, the Canadian Securities Administrators (CSA) announced new incremental measures aimed at reducing regulatory burden for reporting issuers,...more

Stinson - Corporate & Securities Law Blog

SEC Addresses Disclosures in Offerings and Registrations of Securities in the Crypto Asset Markets

As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets, the SEC’s Division of Corporation Finance has provided its views about the application of certain disclosure...more

Cozen O'Connor

One Year with the Listed Issuer Financing Exemption

Cozen O'Connor on

It has been one year since the Canadian Securities Administrators (the CSA) introduced the listed issuer financing exemption (the LIFE Exemption) under Part 5A of National Instrument 45-106 Prospectus Exemptions, which is...more

Holland & Knight LLP

Prefabricated Facts: SEC Charges "Queen of Mobile Homes," Others for Years-Long Scheme

Holland & Knight LLP on

A recent enforcement action from the Fort Worth Regional Office of the SEC reminds one of the agency's investor-protection mission and continued focus on those who deceive retail investors in the private offer and sale of...more

Bradley Arant Boult Cummings LLP

Beware of Risks Involved in Start-Up Company Investing: Avoid Red Flags When Making Private Company Investments

The “Great Resignation” as it has been called reflects the large number of employees leaving the traditional workforce, and many of those departing employees are leaving hourly or salaried positions to start their own new...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Takes Aim at SPACs

March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more

Morrison & Foerster LLP

FINRA Proposes Additional Filing Requirements For Private Placements

Morrison & Foerster LLP on

In October 2020, the Financial Industry Regulatory Authority (FINRA) proposed a rule amendment that would expand its filing requirements relating to private placements. Under the proposal, FINRA would amend its Rules 5122...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Shelf Registration Statements and Shelf Takedowns

Here’s the deal: An effective shelf registration statement allows an issuer to be in a position to complete multiple offerings from time to time in the future without having the timing of any such offering delayed by a...more

Skadden, Arps, Slate, Meagher & Flom LLP

2020 SEC Filing Deadlines and Financial Statement Staleness Dates

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2020. Companies also should be mindful of the 2020 financial statement “staleness” dates, the deadlines by which...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Bass, Berry & Sims PLC

Chris Lazarini Analyzes Justifiable Reliance in Context of Securities Fraud Allegations

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Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which 27 Chinese individuals alleged securities fraud after investing significant funds in a failed electric vehicle startup. The court dismissed the case, finding...more

Foley & Lardner LLP

AG Oncon v. Ligand Pharmaceuticals: The Importance of Indenture Conforming Provisions

Foley & Lardner LLP on

On May 24, 2019, Vice Chancellor Laster of the Delaware Court of Chancery issued a memorandum opinion addressing the effects of an indenture provision allowing for the amendment of the indenture to conform it to the terms of...more

Kilpatrick

The Government Shutdown May Impact the Timing of Your Deal

Kilpatrick on

As the partial federal government shutdown enters its thirteenth day, political pundits predict that the shutdown is likely to continue with no end in sight while lawmakers struggle to make a deal....more

Akin Gump Strauss Hauer & Feld LLP

SFC Issues Consultation Conclusions on the Hong Kong Open-Ended Fund Company Regime

• The introduction of an OFC structure in Hong Kong is intended to further develop Hong Kong as an international asset management centre and fund domicile. • The OFC provides Hong Kong Type 9 licenced managers seeking to...more

Allen Matkins

Before Filing A Lawsuit, You May Want To Review Your Offering Documents

Allen Matkins on

This post by John O'Brien for Legal Newsline is a reminder to securities issuers that they might want to review their prior offering documents before filing a lawsuit in which they make inconsistent allegations and disclose...more

Skadden, Arps, Slate, Meagher & Flom LLP

Second Circuit Sets Standard for Disclosure of Interim Financial Results in Offering Documents

On June 21, 2017, the U.S. Court of Appeals for the Second Circuit issued a decision of first impression that sets the standard for determining whether to disclose interim financial documents in a prospectus. In addition, the...more

Proskauer - The Capital Commitment

A Commonsense Explanation of the SEC’s Regulation of Private Investment Funds

The SEC’s regulation of the private investment funds industry has generated significant attention and commentary, as well as a fair amount of hand-wringing. From our perspective as lawyers, however, there is a relatively...more

Katten Muchin Rosenman LLP

FINRA Regulatory Notice Regarding Private Placements and Public Offerings Subject to a Contingency

The Financial Industry Regulatory Authority’s review of various securities offering documents revealed instances in which broker-dealers have not complied with Securities Exchange Act Rules 10b-9 and 15c2-4 requirements...more

Sullivan & Worcester

New SEC Rules re: Forms S-1 and F-1

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As described in our client advisory, the recently enacted FAST Act required the SEC, within 45 days, to revise Form S-1 (and F-1) to permit any smaller reporting company to incorporate by reference in a Form S-1 any documents...more

Orrick - Finance 20/20

Barclays and Wachovia Settle with NCUA

Orrick - Finance 20/20 on

On October 19, 2015, Barclays PLC and Wachovia Capital Markets LLC agreed to pay $325 million and $53 million, respectively, to settle claims brought by the National Credit Union Administration Board (NCUA), as liquidating...more

Morrison & Foerster LLP

SEC Settles Charges that Investment Adviser Failed to Adequately Disclose Changes in Investment Strategy

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The SEC settled charges with two investment advisers to a closed-end fund based on allegations that the advisers failed to adequately disclose a change in investment strategy to the fund’s board and its investors. The SEC...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts: An Update From Skadden Securities Litigators - September 2015 / Volume 7 / Issue 3

This issue of Inside the Courts, Skadden’s securities litigation newsletter, includes summaries and associated court opinions of selected cases principally decided between May 2015 and August 2015. The cases address...more

Womble Bond Dickinson

National Association of Bond Lawyers Releases Guidance on Municipal Securities Disclosure Policies

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Issuers of municipal securities (including conduit borrowers) are required to comply with certain disclosure requirements when preparing official statements or other offering documents, submitting continuing disclosure...more

Orrick - Finance 20/20

Seventh Circuit Reverses Summary Judgment Ruling in RMBS Case

On August 21, 2015, a three-judge panel of the United States Court of Appeals for the Seventh Circuit reversed a Wisconsin federal judge’s ruling granting summary judgment to RBS Securities Inc. (“RBS”) dismissing all but one...more

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