News & Analysis as of

Securities and Exchange Commission (SEC) Publicly-Traded Companies Direct Listing

Fenwick & West LLP

Will a Recent U.S. Supreme Court Decision Encourage More Companies to Go Public Through a Direct Listing? Implications of Slack...

Fenwick & West LLP on

On June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

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

Woodruff Sawyer

D&O Insurance Guide for Foreign IPOs and Direct Listings, 2023 Edition

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Non-US companies are attracted to going public on a US exchange for a variety of reasons, such as access to capital, increased liquidity, and in some cases, more flexible rules and regulations compared to other markets....more

Stinson LLP

SEC Approves Relaxed Pricing Limits for NYSE and NASDAQ Primary Direct Floor Listings

Stinson LLP on

On December 15, 2022, the Securities and Exchange Commission (SEC) relaxed price range limitations when it approved a proposed rule change set forth by the New York Stock Exchange (NYSE) for companies listing in connection...more

A&O Shearman

Greater Flexibility for Raising Capital in Nasdaq Direct Listings

A&O Shearman on

On December 2, 2022, the SEC, acting through its Division of Trading and Markets, approved changes that Nasdaq had proposed to its regime for primary direct listings (which Nasdaq refers to as direct listings with a capital...more

Woodruff Sawyer

D&O Insurance for Foreign IPOs and Direct Listings

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Becoming a public company is a big undertaking for any private company; there is added complexity for foreign filers, which is to say private issuers incorporated under the laws of a country other than the United States. One...more

Fenwick & West LLP

Going Public Report: IPO's SPACs and Direct Listings Facing Headwinds in 2022 After Record Year - 2021 Milestones and 2022 Outlook

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Following a record-breaking year for IPOs and other going-public transactions, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing conflict...more

Skadden, Arps, Slate, Meagher & Flom LLP

Strong IPO Demand Offered One Route to Public Markets; Other Companies Opted for De-SPACs or Direct Listings

Takeaways - U.S. IPOs skyrocketed in 2021, with SPAC IPOs and direct listings contributing meaningfully to the increase. Along with the rise in IPO activity, companies are receiving more SEC comments on their filings....more

Skadden, Arps, Slate, Meagher & Flom LLP

Ruling on Issue of First Impression, Ninth Circuit Issues Decision on Statutory Standing in Direct Listing Cases

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

Fenwick & West LLP

Divided 9th Circuit Panel Holds That Sections 11 and 12(a)(2) Apply to Unregistered Shares in Direct Listings

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On September 20, 2021, in a 2-1 decision, the U.S. Court of Appeals for the Ninth Circuit held that Sections 11 and 12(a)(2) of the Securities Act of 1933 (1933 Act) apply to direct listings of company shares, including...more

Skadden, Arps, Slate, Meagher & Flom LLP

Nasdaq Permits Primary Direct Listings and Proposes Relaxation of Pricing Limits

On May 19, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposal to permit companies to issue shares and raise capital in primary direct listings conducted on the Nasdaq Global Select Market without...more

Fenwick & West LLP

SEC Approves Nasdaq Rule Change Allowing Direct Listings with a Capital Raise

Fenwick & West LLP on

In our prior article on the latest and greatest in direct listings, we noted that we were expecting that Nasdaq would follow the NYSE’s lead to allow for capital raising concurrently with a direct listing. On May 19, 2021,...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE Direct Listing Rules Approved; Nasdaq Proposes Substantially Similar Rules

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more

Morgan Lewis

SEC Approves NYSE Rules Allowing Companies to Raise Money in Registered Direct Offerings

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The US Securities and Exchange Commission has approved New York Stock Exchange rule changes that will grant the exchange discretion to allow companies to raise money by selling common shares in registered direct offerings,...more

Mayer Brown Free Writings + Perspectives

Primary Direct Listings: A Hybrid Approach to a Traditional IPO Alternative

Shortly before the end of his tenure as Chair of the Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change...more

Foley Hoag LLP - Public Companies & the Law

Primary Direct Listings

What you need to know about this IPO alternative - On December 22, 2020, the Securities and Exchange Commission (SEC) approved a NYSE rule that permits an issuer, at the time of an initial listing on the NYSE, to conduct a...more

Mayer Brown Free Writings + Perspectives

SEC Approves NYSE Plan to Allow Direct Listings with a Concurrent Primary Issuance

On December 22, 2020, the Securities and Exchange Commission (the “SEC”) approved the proposal submitted by the New York Stock Exchange (“NYSE”) that allows companies to conduct concurrent primary offerings as part of a...more

Vinson & Elkins LLP

Alternative Routes To Going Public: Initial Public Offering, De-SPAC Or Direct Listing

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Private companies go public for a variety of reasons, including: •raising capital- •providing liquidity for existing owners- •establishing publicly traded currency for acquisitions... ...more

BakerHostetler

Capital Markets: The Nuts and Bolts of a Direct Listing

BakerHostetler on

Direct listings have been gaining traction as an alternative to the traditional IPO approach to going public. A direct listing is the registered sale of a company’s stock and the listing of that company’s stock on an exchange...more

Goodwin

SEC Greenlights NYSE Proposal Modifying Direct Listings

Goodwin on

SEC Greenlights NYSE Proposal Modifying Direct Listings; SEC Expands Definition of Accredited Investor; SDNY Court Permits Trial To Proceed Against Former Lead Trader at Nomura Securities International; Delaware Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Stays NYSE Rules on Primary Direct Listings

On August 26, 2020, the Securities and Exchange Commission (SEC) approved a proposal from the New York Stock Exchange (NYSE) that would allow companies going public via a direct listing to issue and sell new shares on their...more

Vinson & Elkins LLP

Newly Approved Direct Listing Capital Raising Alternative On Hold Pending SEC Review

Vinson & Elkins LLP on

For a fleeting moment, companies had the ability to raise capital on the New York Stock Exchange (“NYSE”) in connection with a direct listing (“primary direct listing”). On August 26, 2020, the Securities and Exchange...more

Mayer Brown Free Writings + Perspectives

NYSE’s New Direct Listing Rule is Stayed

On August 31, 2020, the Securities and Exchange Commission (the “SEC”) notified the New York Stock Exchange (the “NYSE”) that it received a notice of intention to petition for review of the NYSE’s recently approved rule (see...more

Mayer Brown Free Writings + Perspectives

NYSE Amends Proposal to Allow Issuers to Raise Capital in Direct Listings

On June 22, 2020, the New York Stock Exchange (“NYSE”) submitted an amended proposal to the Securities and Exchange Commission (“SEC”) that would modify existing NYSE rules relating to direct listings in order to permit...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - December 2019

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The NYSE proposed in November changes to its listing standards to allow “primary” share offerings through a direct listing. To date, direct listings have been in the form of stockholder share resales (a “secondary offering”)...more

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