The Brazilian capital markets regulator, the Comissão de Valores Mobiliários (the “CVM”), has recently reformulated the regulatory framework for public offerings in Brazil. ...more
The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently released Regulatory Notice 20- 10, which discusses the recent changes to Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the...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
On April 25, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed proposed amendments to FINRA Rule 5110 (“FINRA Rule 5110” or “the Rule”), commonly referred to as the “Corporate Financing Rule”, with the...more
The Financial Industry Regulatory Authority, Inc. filed proposed amendments to FINRA Rule 5110 (Proposed Rule Change) with the Securities and Exchange Commission on April 11, 2019.1 Rule 5110 (Rule) imposes certain...more
On April 11, 2019, Judge Denise Cote of the United States District Court for the Southern District of New York granted in part and denied in part an underwriter’s motion to dismiss a putative class action lawsuit filed...more
In one of the first decisions to interpret and apply the U.S. Supreme Court's recent decision in Lorenzo v. Securities and Exchange Commission, on April 11, 2019, the U.S. District Court for the Southern District of New York...more
On October 30, 2018, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change to amend FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the “Rule”), which is...more
The IPO market produced 142 IPOs in 2017, a total that was 45% higher than the 98 IPOs in 2016 and just shy of the 152 IPOs in 2015, but still lower than the annual average of 155 IPOs over the five-year period from 2011 to...more
For the first time since 2004, FINRA has proposed major amendments to its requirements that govern the terms of the underwriting arrangements for most public offerings of securities and mandate that such arrangements be...more
In a 5-4 decision in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities, Inc., et al. (No. 16-373), 582 U.S. ___ (2017), the U.S. Supreme Court upheld, at the end of last month, a U.S. Court of Appeals...more
On June 26, 2017, the Supreme Court issued a 5-4 decision in California Public Employees’ Retirement System v. ANZ Securities, Inc., et al. (“CalPERS”) (No. 16–373, 2017 WL 2722415) (U.S. June 26, 2017), holding that the...more
Officers, directors, and underwriters frequently become targets of securities fraud litigation after a public offering. In a landmark case decided yesterday, the U.S. Supreme Court provides defendants with another tool to...more
The Financial Industry Regulatory Authority, Inc. (FINRA) has proposed the first major overhaul since 2004 of its rule regulating public offerings, titled “Regulatory Notice 17-15”....more
As we noted in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two...more
Coherus BioSciences, Inc. announced yesterday that it had commenced an underwritten public offering of common stock valued at $125 million. These shares are being offered directly by Coherus in conjunction with an expected...more
THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more
On December 9, 2016, the IRS released final Treasury Regulations (the “Final Regulations”) relating to the “issue price” of tax-exempt bonds for purposes of arbitrage investment restrictions. Although, on balance, an...more
Recent capital markets conditions have made at-the-market (ATM) offerings an attractive alternative to traditional follow-on equity offerings. ATM offerings reduce execution risk by permitting equity to be sold into the...more
I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
The SEC recently approved amendments to simplify and refine the scope of FINRA corporate financing and underwriter conflicts of interest rules. The amendments include modifications that will affect not only underwriters and...more
The Investment Industry Regulatory Organization of Canada (IIROC) published proposed guidance on March 6, 2014, setting forth nine key principles for underwriting due diligence....more
FINRA, the largest independent regulator for all securities firms doing business in the United States, has released a set of FAQs relating to its review of public securities offerings filed on its Public Offering Filing...more
FINRA recently released a set of frequently asked questions (“FAQs”) relating to its public offering process and the Corporate Financing Rule (Rule 5110). The guidance provided in the FAQs is summarized below. ...more