News & Analysis as of

Private Placements

Volkswagen Bondholders Reliance Allegations Come Under Scrutiny

This case stems from alleged misstatement made by Volkswagen Group of America Finance (“VWGoAF”) in an Offering Memorandum governing the issuance of three sets of bonds. The bonds were offered in private placements with...more

Carajo – There’s Gold in Them Thar Hills!

by Gerald Nowotny on

The New Gold Rush- The Use of Private Placement Insurance Products for Managing Bitcoin and Other Crypto-Currency Trading - Overview - Someday when CNN creates a documentary of the early 21st century, the story of...more

TSX Confirms Abbreviated Pricing Timelines Possible Following Release of Material Information

by Bennett Jones LLP on

On May 10, 2018, the Toronto Stock Exchange (TSX) issued a staff notice providing guidance on pricing prospectus and private placement offerings (in either case, an offering) following the release of material information by...more

It Do Me Good!

by Gerald Nowotny on

Structuring Inbound Investment by Foreign Investors Using Private Placement Insurance Products - Overview - By now most of you that have followed my articles know that I grew up in the Panama Canal Zone and studied...more

Proskauer’s Study Examines 2017 IPOs

by Proskauer Rose LLP on

Welcome to this fifth edition of Proskauer’s IPO Study. In it you will find our analysis of market practices and trends for U.S.-listed initial public offerings (IPOs). Our proprietary database and analyses now cover 462 IPOs...more

Banks vs. Private Lenders: The Basics of Financing Options for Small Businesses

by Pessin Katz Law, P.A. on

Most small business owners will, at some point in the lifespan of their businesses, need to obtain financing in order to get their business off the ground or expand. This article summarizes the basics of obtaining financing...more

Nasdaq Proposes Modifications to 20% Shareholder Approval Rule

by Proskauer Rose LLP on

On February 13, 2018, Nasdaq proposed amendments to Listing Rule 5635(d), which currently requires shareholder approval when a company issues common stock (or securities convertible into or exercisable for common stock) for...more

Nasdaq Proposes to Amend Stockholder Approval Rule for Private Placements

by Goodwin on

Nasdaq has proposed to amend Rule 5635(d), which generally requires shareholder approval before Nasdaq-listed companies issue common stock equal to 20% or more of outstanding shares or voting power in transactions (other than...more

Blog: It Takes A Unicorn? SEC Approves NYSE Rule Change To Facilitate Direct Listings

by Cooley LLP on

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

Nasdaq Proposes Changes to Shareholder Approval Rules for Private Placements

A simplified Rule 5635(d) could facilitate capital formation by changing the definition of market value. Nasdaq is proposing to update and simplify Listing Rule 5635(d) by changing the definition of market value and...more

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

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

PIPE Transactions 2017

PIPE transactions have provided a useful capital-raising alternative when the public markets are inhospitable. A PIPE transaction also has become the financing of choice when it comes time to raise capital to finance an...more

It’s Back (Again): SEC Approves on Accelerated Basis NYSE Proposal Allowing Listing for Certain Non-IPO Offerings

On February 2, 2018, the SEC approved on an accelerated basis the NYSE’s proposal, as modified by Amendment No. 3, to change its listing qualifications to facilitate listings for certain non-IPO offerings. Section 102.01B of...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

by Dechert LLP on

The U.S. federal securities laws and the rules of U.S. self regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Underwriting or Placing Fees, Corporate Finance Contacts and MiFID II

by Shearman & Sterling LLP on

MiFID II is Europe’s new financial regulation for investment business which came into effect on 3 January 2018. The banking and legal industries seem to be unsure about whether or not MiFID II treats both issuers and buy-side...more

Rule 506(c) – Verifying Investor Status

NASDAQ Private Markets and Morrison & Foerster recently described the process for verifying the status of investors when a company chooses to use general solicitation to conduct a Rule 506(c) offering. ...more

Are Your Private Placement Documents Up To Date?

by Dorsey & Whitney LLP on

Over the last few years, many Canadian junior resource companies and startup companies have cut back on their legal spend, not necessarily undertaking a legal review of each new private placement of securities, or limiting...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2017 Edition

by Latham & Watkins LLP on

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

UK Regulator Examines Scope of Securities Laws, Warns of Initial Coin Offering Risks

by Jones Day on

The Situation: The UK Financial Conduct Authority has released a statement on initial coin offerings. It focuses the circumstances in which an ICO might fall within the scope of the FCA's current regulatory boundaries as well...more

The Resurgence of "Selling Away"

by Reminger Co., LPA on

With the market performing well in the last several years, there has been a resurgence of “selling away” claims. Selling away occurs when an investment professional sells securities not held, offered, or approved by his or...more

Unicorns: Stats and Figures

Since 2004, the number of companies valued at over $1 billion, known as unicorns, has grown exponentially. Pitchbook’s recently published Unicorn Report notes that unicorns currently make up one-fifth of 2017’s total deal...more

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Securities Rules for Private Equity Financings

by Hinshaw & Culbertson LLP on

In order to sell securities (notes, common stock, preferred stock, membership interests in an LLC), a company must either register the sale under federal and state securities laws or find an exemption from such registration...more

Interesting Facts About U.S. Private Placements

by Dorsey & Whitney LLP on

This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...more

It’s Back: NYSE Amends Proposal Allowing Listing Without IPO

On July 31, 2017, the NYSE amended its proposal, originally issued on March 13, 2017 and then withdrawn on July 19, 2017, to modify its listing qualifications to facilitate direct offerings. Section 102.01B of the NYSE Listed...more

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