News & Analysis as of

Publicly-Traded Companies Private Placements

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

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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

Stikeman Elliott LLP

CSA Announce Temporary SEDAR+ Filing Exemption for Foreign Issuer Private Placements

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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

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

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​​​​​​​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

Mintz

NYSE Extends Waiver of Certain Shareholder Approval Requirements as a Result of Coronavirus (COVID-19)

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As discussed in our earlier Viewpoints advisory, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of 20%...more

White & Case LLP

Direct listings—something new, or variations on a theme?

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There has been a lot of publicity and interest surrounding the direct listings of Spotify (2018) and Slack (2019) in the United States. In many respects, these transactions resemble the traditional "introduction" which has...more

Proskauer Rose LLP

Rescue and Recovery Capital – A Guide for Companies and Investors

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In light of the significant liquidity challenges and deterioration in the stock prices and asset values the COVID-19 pandemic has caused for many otherwise healthy public companies, many of those same companies and investors...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Private Investments in Public Equity PIPE Transactions

Market volatility is now the norm. Financing “windows” often open and close rather abruptly, and issuers must be prepared to undertake a capital-raising transaction quickly. Often, a PIPE transaction can be executed during...more

Burns & Levinson LLP

Raising Capital in the Cannabis Industry: Fundraising Do’s and Don’ts

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Last year proved challenging for companies seeking to raise capital in the cannabis industry. The capital markets tightened and available funding dried up. Many of the industry’s publicly traded companies saw precipitous...more

White and Williams LLP

Direct Listings: Capital Liquidity, Liability and D&O Insurance Coverage Considerations

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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

Wilson Sonsini Goodrich & Rosati

SEC Rejects NYSE Proposal to Allow Primary Direct Floor Listings

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

Wilson Sonsini Goodrich & Rosati

Direct Listings Now Permitted on The Nasdaq Global Market and The Nasdaq Capital Market

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

Wilson Sonsini Goodrich & Rosati

SEC Extends Review Period for Nasdaq Direct Listing Proposal

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

Bass, Berry & Sims PLC

How to Avoid Running a PIPE into Section 5 Problems: A Recent SEC Comment Letter Example

An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more

Bracewell LLP

Changes to the Dubai International Financial Centre's ("DIFC") Legal and Regulatory Framework relating to DIFC registered...

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His Highness Sheikh Mohammed bin Rashid Al Maktoum, in his capacity as president of the DIFC, vice president and prime minister of the United Arab Emirates (“UAE”) and Ruler of Dubai, has recently enacted a new set of laws...more

Proskauer Rose LLP

Nasdaq Proposes Modifications to 20% Shareholder Approval Rule

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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

Pillsbury Winthrop Shaw Pittman LLP

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

Dechert LLP

NASDAQ Proposes Revisions to Shareholder Approval Rules

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Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more

Gerald Nowotny - Law Office of Gerald R....

A Buyer’s Market for MLPs in 2016

Using Private Placement Variable Deferred Annuity (PPVA) Contracts to Enhance the After-Tax Investment Return of Foreign Investors in MLPs - Overview - Master Limited Partnerships are publicly traded partnerships....more

Dechert LLP

Nasdaq Proposed Shareholder Approval Rules Update

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Highlights - - Under NASDAQ rules, shareholder approval is required for the issuance of shares in connection with certain transactions. - NASDAQ announced that it is seeking public input on liberalizing the...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

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

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