On July 1, 2024, the U.S. Securities and Exchange Commission (SEC) issued updated guidance regarding the voluntary submission of draft registration statements for nonpublic review by the agency....more
The 2012 JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff. The confidential process was...more
In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more
Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more
In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15...more
The unanimous opinion requires shareholder plaintiffs to plead and prove that they purchased shares traceable to an allegedly false or misleading registration statement. On June 1, 2023, the US Supreme Court issued its...more
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
In the first published decision of a court of appeal outside Delaware, on April 28, 2022, the California Court of Appeal in Wong v. Restoration Robotics, Case No. A161489, affirmed the trial court’s decision to enforce a...more
“Statement Regarding SPAC Matter,” is the latest from SEC Commissioner Hester Peirce. Seems completely anodyne, doesn’t it? But, as they say, looks can be deceiving. Instead, it’s a withering criticism of the SEC’s failure...more
On March 30, 2022, the Securities and Exchange Commission (SEC or Commission) proposed new rules that would impose additional disclosure requirements on initial public offerings (IPOs) by special purpose acquisition companies...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
This practice note examines some of the issues most commonly raised in Securities and Exchange Commission (SEC) staff comment letters on registration statements filed for initial public offerings. It is intended to guide you,...more
On September 20, 2021, in the first case by a U.S. Court of Appeals to have considered the issue, the Ninth Circuit U.S. Court of Appeals held that a shareholder plaintiff had statutory standing to pursue claims under...more
The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings. The Slack Direct Listing Decision - On September 20, 2021, the US Court of Appeals...more
One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the...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
The recent statement by the Staff of the SEC (the Staff Statement) will likely impact almost every SPAC or post-de-SPAC entity with warrants in its structure. SPAC/post-de-SPAC entities should review warrant terms to...more
March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
On April 8, 2021, John Coates, the Acting Director of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, released a public statement expressing concern about claims of some practitioners and...more
In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...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
2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of...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
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...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