Despite congressional leaders reaching a deal on Wednesday for a short-term stopgap funding extension, public reporting companies and Regulation A issuers are still left in limbo as the bill, if passed, will only extend...more
There are many ways for a company to raise capital. Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that does not...more
Here’s the deal: - Filing the registration statement is a crucial part of an initial public offering (“IPO”), and during the filing period the company must engage with the SEC Staff and respond to its comments with...more
Viewed as involving fewer regulatory hurdles than an IPO, SPACs became the most popular way to take a company public in 2020, and deal volume continued to rise in 2021. This increase in popularity brings increased attention...more
Yesterday, by another 3-2 vote, the SEC approved changes to NYSE listing rules relating to primary direct listings after conducting a “de novo” review following objections raised by certain investors and commentators. In...more
Last week, the Securities and Exchange Commission (the “SEC”) proposed amendments that would ease restrictions on compensatory securities offerings to employees and other service providers under Rule 701 and Form S-8, both...more
The current proposal, which was submitted by the NYSE on June 22, 2020, would, like the prior proposal, allow a private company seeking to raise capital through a direct listing to satisfy the NYSE's market value requirement...more
Less than a week after the U.S. Securities and Exchange Commission ("SEC") rejected a proposed rule change to permit primary capital raising in direct listings, the New York Stock Exchange ("NYSE") submitted an updated...more
On December 6, 2019, the U.S. Securities and Exchange Commission rejected a proposed New York Stock Exchange ("NYSE") rule change that would allow companies to raise capital in a direct listing...more
Yesterday, the New York Stock Exchange (NYSE) filed a revised proposal with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Last week, as discussed in our...more
The Situation: Direct listings, through which a company lists its shares on a national stock exchange without conducting a traditional initial public offering ("IPO"), have received significant attention from the media and...more
On November 26, 2019, the New York Stock Exchange (“NYSE”) filed with the Securities and Exchange Commission (“SEC”) a proposed rule change that would allow companies to simultaneously go public through a direct listing and...more
IPOs in 2019 have raised more capital across a smaller number of deals, as we have previously blogged. EY’s recent Trends in US IPO Registration Statements report notes that the US Securities and Exchange Commission (“SEC”)...more
Public companies that engage in capital raising activities from time to time must consider whether it is advisable to have an effective shelf registration statement on Form S-3 on file in advance of raising capital, or...more
The SEC recently revised Rule 504 of Regulation D to increase the amount of securities that can be offered in any 12-month period from $1,000,000 to $5,000,000. Among other things, Rule 504 allows companies to solicit or...more