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
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
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
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
We are seeing a significant increase in cases where a qualified person (QP) or related engineering firm has prepared a technical report or other required disclosure for a mining company, but then resisted, or outright...more
Many of us have previously heard the expression that there is a fine line between fact and fiction. In securities law that holds especially true where companies that risk walking the “fine line” in their registration...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
The Second Circuit, in Edwards v. Sequoia Fund, Inc., affirmed the dismissal of a claim alleging that a mutual fund breached a contract – its Statement of Additional Information (“SAI”), which forms part of its registration...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 U.S. Securities and Exchange Commission (“SEC”) proposed a series of reforms to the registration and offering processes for registered closed-end investment companies (“Registered CEFs”). The proposal...more
On March 20, 2019, the Securities and Exchange Commission (SEC) voted to propose a series of rule and form amendments, as directed by Congress under the Small Business Credit Availability Act (SBCA) and the Economic Growth,...more
SEC Proposes Reforms for Registration Process of Closed-End Funds and Business Development Companies - On March 20, 2019, the Securities and Exchange Commission (“SEC”) proposed several rules (the “Proposed Rules”) that...more
The Economic Growth, Regulatory Relief, and Consumer Protection Act (Consumer Protection Act), signed into law on May 24, 2018, includes certain provisions that are particularly relevant to investment companies, both...more
On March 23, 2018, President Donald Trump signed the Consolidated Appropriations Act of 2018 into law. This legislation includes the Small Business Credit Availability Act (SBCA), which contains numerous changes to...more
Bass, Berry & Sims attorney Chris Lazarini discussed the class action suit brought against Party City alleging the company failed to disclose material facts in SEC documents when it did not discuss the impact the decline in...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