JOBS Act Implementation Regulations
On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public...more
On October 30, 2023, the US Securities Exchange Commission (the "SEC") issued an order (the "Order")1 granting broker-dealers exemptive relief from Rule 15c2-11 ("Rule 15c2-11") under the US Securities Exchange Act of 1934...more
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
On Sept. 16, 2020, the Securities and Exchange Commission (SEC) adopted amended Rule 15c2-11 (the Amended Rule) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Amended Rule, most of which became...more
With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income...more
In 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) surprised the industry when it issued an interpretation stating that fixed income securities (including asset-backed securities) fall...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
By a 3-2 vote, the Securities and Exchange Commission (the “SEC”) approved the publication of a release on December 18, 2019, generally expanding the scope of the definitions of “accredited investor” in Rule 501(a) of...more
The U.S. Securities and Exchange Commission (the "SEC") proposed on December 18, 2019 amendments to, among other things, its current rules under the Securities Act of 1933 (the "Securities Act") relating to the definitions of...more
On December 18, 2019, the Securities and Exchange Commission (SEC) voted to propose amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Reg D) under the Securities Act of 1933 (Securities...more
SEC/CORPORATE - SEC Announces Proposed Amendments to the Definitions of “Accredited Investor” and “Qualified Institutional Buyer” - On December 18, the Securities and Exchange Commission voted to propose amendments...more
The upcoming Securities and Exchange Commission open meeting for December 18, 2019 will now address additional rulemaking....more
In a direct listing, a company's outstanding shares are listed on a stock exchange without a primary or secondary underwritten offering. Existing security holders become free to sell shares on the stock exchange at...more
The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more
On February 19, 2019, the SEC proposed a new rule, Rule 163B, that would allow all issuers to engage in “test-the-waters” communications prior to the effectiveness of a registration statement for a public offering. The...more
On July 3, 2018, Judge David O. Carter of the United States District Court for the Central District of California granted plaintiffs’ motion to certify a class in a securities fraud action against Tex-Mex restaurant chain El...more
This case stems from alleged misstatement made by Volkswagen Group of America Finance (“VWGoAF”) in an Offering Memorandum governing the issuance of three sets of bonds. The bonds were offered in private placements with...more
Initial public offering of: a sizeable number of ordinary shares - Offer price per share: stated in local currency - This is our global initial public offering guide. It will help you navigate the US portion of a global...more
WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United...more
Corp Fin has today posted revisions to its Financial Reporting Manual. The only change this quarter relates to delinquent filers. The new guidance provides that, in general, Corp Fin will not, through the comment process,...more
On August 27, 2014, the Securities and Exchange Commission (the “SEC”) adopted two final rules implementing new regulations affecting asset-backed securities (“ABS”). The first set of rules, referred to in this memorandum as...more