The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
The updated Statement of Principles will have an immediate impact on UK listed companies, providing increased flexibility to undertake larger non-pre-emptive capital raisings. On 4 November 2022, the Pre-Emption Group...more
As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more
The landmark UK Secondary Capital Raising Review Report takes a holistic approach in making bold and comprehensive recommendations to improve the UK secondary capital raising processes and ecosystem. On 19 July 2022, HM...more
Effective Monday, January 31, 2022, the filing fee table exhibit requirements changed for many Securities Act and Exchange Act filings. For capital markets practitioners, it is important to now that all Rule 424 final...more
With ongoing regulatory developments affecting capital markets globally, many China-related businesses are considering pursuing their IPOs in Hong Kong. However, the regulatory regime for IPOs on the Stock Exchange of Hong...more
The UK Government is consulting on proposals to reform the UK’s prospectus regime. The proposals are published in response to Lord Hill’s UK Listing Review in which he recommends that, amongst other things, the Government...more
The FCA has published a consultation paper (CP 21/10) on proposed Listing Rule changes for certain London-listed special purpose acquisition companies (SPACs) to remove the presumption that the securities of a SPAC should be...more
Recommended changes include allowing dual class share structures for premium listed companies, changes designed to increase the attractiveness of UK listings for SPACs, and changes to the free float requirement....more
The FCA has welcomed Lord Hill’s recommendations from the UK Listings Review, launched by HM Treasury last November. The review has highlighted that the listing regime is in need of reform and now is the time to act....more
In response to commonly asked questions, the SEC staff has released three FAQs related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103,...more
ESMA has updated its CESR recommendations in line with the Prospectus Regulation and has taken this opportunity to clarify its expectations on key areas such as working capital statements and pro forma information. The...more
In recent weeks, the U.S. Securities and Exchange Commission (SEC) and market participants have dealt with the current and potential impact of the novel coronavirus COVID-19 pandemic. To help market participants remain in...more
As a result of the current and potential effects of COVID-19, the SEC has relaxed certain requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and rules under the Acts....more
WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome...more
Liability for companies launching an Australian IPO or takeover changed significantly this year—with not so much as a murmur of protest from the market. Due diligence just got more important, but the reason may surprise you. ...more
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
Wall Street’s post-tariff-delay jubilance was short lived, as an inverted bond yield curve reared its ugly head yesterday, sending shares plummeting on a brutal day across all markets....more
New length restrictions will require issuers to focus on key information for investors. Under the Prospectus Regulation, which comes into force on 21 July 2019 (See EU Prospectus Regulation: New Format and Content...more
On 20 July 2017, the EU Prospectus Regulation (the “Prospectus Regulation”) entered into force. The Prospectus Regulation was created as part of a group of proposals identified in the European Commission’s Capital Markets...more
The full regulation will come into force in July, imposing new requirements for prospectuses - The new EU Prospectus Regulation will take full effect on 21 July 2019. Issuers and other parties to capital markets...more
The U.S. Securities and Exchange Commission on March 20, 2019 proposed a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933, applicable to business...more
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
After its entry into force on 20 July 2017, the new Prospectus Regulation ("PR3") will become fully applicable from 21 July 2019. It will replace the previous EU Directive 2003/71/EC (the "Prospectus Directive"). The change...more
The Securities and Exchange Commission (SEC) recently voted to propose new Rule 163B under the Securities Act of 1933, as amended (the Securities Act), and amendments to Rule 405 (collectively, the Proposed Rule) promulgated...more