Raising equity is a core component of nearly every commercial real estate project, but it also introduces legal considerations that sponsors sometimes underestimate. Once outside investors are involved, a transaction is no...more
Imagine you’re a startup founder in the middle of a capital raise. Revenue is climbing. A few well-known angels are in the round, so you refresh your website to highlight your company’s momentum: “Rapid national expansion.”...more
On March 19, 2026, the SEC issued guidance clarifying that a public company conducting an at‑the‑market (ATM) offering pursuant to a previously filed ATM prospectus supplement may sell the full amount of securities covered by...more
On March 19, 2026, staff of the SEC Division of Corporation Finance issued new guidance (now known as Corporation Finance Interpretations (CFI)) granting transition relief to issuers of at-the-market offerings (ATMs) that...more
“Money makes the world go ’round,” sings the Emcee in Cabaret. For investors in a Broadway show, however, their money may not come back around at all. Although investing in a Broadway play or musical may appear glamorous—with...more
On 12 June 2025, ESMA published its Final Report on the more detailed content requirements of the changes introduced by the EU Listing Act to the EU Prospectus Regulation, including in relation to the standardised format and...more
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
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
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
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
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
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
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
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
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
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
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
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
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
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
• 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
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
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
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
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