Using Regulation D Rule 506(c) to Raise Capital
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WORD OF THE DAY® – Big Boy Letter
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
In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld a defensive private placement by a target corporation completed in the face of a hostile bid, effectively denying shareholders the...more
SFC proposes guidelines for intermediaries conducting and receiving market soundings in securities and capital market transactions. On 11 October 2023, the Securities and Futures Commission (SFC) issued a consultation...more
On July 20, 2023, the Canadian Securities Administrators (“CSA”) announced a temporary exemption (the “Exemption”) from the requirements to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt...more
On May 9, 2023, FINRA issued Regulatory Notice 23-08 (the “Notice”) to remind members of their obligations when selling private placements (i.e., unregistered securities sold pursuant to safe harbors of the Securities Act of...more
On April 20, 2023, the Toronto Stock Exchange (the “TSX”) adopted, and the OSC provided its notice of approval for, certain amendments (the “Amendments”) to more clearly define the factors that the TSX will now consider when...more
On April 20, 2023, the Toronto Stock Exchange (“TSX”) adopted amendments (“Amendments”) to Section 606 – Prospectus Offerings of the TSX Company Manual (“the Manual”). Among other things, the Amendments provide greater...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
On December 1, 2022, the Toronto Stock Exchange (TSX) published for comment certain proposed amendments (the Proposed Amendments) to Section 606 – Prospectus Offerings of the TSX Company Manual (the Manual). The Proposed...more
In this issue of Make (Whole) A Minute, we examine the new ratings rationale reporting requirements being implemented by the NAIC’s Securities Valuation Office. Insurance regulators have long sought greater transparency into...more
Environmental, social and governance (ESG) factors are becoming increasingly relevant across a range of financial investments. This has been driven in part by changes in the legal and regulatory landscape, including increased...more
INTRODUCTION - On 2 November 2020, the U.S. Securities and Exchange Commission (SEC) adopted significant amendments to the exempt offering framework under the Securities Act of 1933, as amended (Securities Act), to harmonize,...more
On August 26, the U.S. Securities and Exchange Commission (“SEC”) announced several changes to the “accredited investor” definition, adding new categories of the eligible individual and corporate candidates for private...more
Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more
Last week, the New York Stock Exchange (NYSE) filed proposed rule changes with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Currently, direct listings...more
On December 3, 2019, the Securities and Exchange Commission (SEC) approved Nasdaq's recently amended proposal to allow direct listings on The Nasdaq Global Market and The Nasdaq Capital Market. Prior to this rule change,...more
On October 17, 2019, the Securities and Exchange Commission (SEC) extended the review period for Nasdaq's proposed rule changes relating to direct listings, designating December 3, 2019 as the date on which the SEC will...more
Since the introduction by the Capital Market Authority (the “CMA”) of the Kingdom of Saudi Arabia (the “Kingdom”) of the amended Merger and Acquisition Regulations (the “M&A Regulations”) there has been a distinct increase in...more
Le 21 juillet 2019 sont entrées en vigueur les dernières dispositions du règlement (UE) n°2017/1129 du Parlement européen et du Conseil du 14 juin 2017 concernant le prospectus à publier en cas d'offre au public de valeurs...more
The SEC has recently approved an amendment to Nasdaq Rule 5635(d), which became effective on September 26, 2018, that modifies the circumstances in which listed companies must receive shareholder approval before they can...more
The private placement of debt securities, compared to the more common public issuances, has grown in popularity in recent years, particularly in emerging markets such as those in the Middle East. Whilst there is little...more