News & Analysis as of

Securities Act of 1933 › Emerging Growth Companies

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Troutman Pepper

Foreign Private Issuers: Have You Assessed Your Status Under US Securities Laws?

Troutman Pepper on

For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers...more

DarrowEverett LLP

The Heat Is On SEC’s Climate-Related Disclosure Rules

DarrowEverett LLP on

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2024 Edition

Latham & Watkins LLP on

This Summary does not contain all of the information that you will need to successfully complete your global IPO. You really should read this entire guide as well as the other Latham & Watkins publications referred to in this...more

Cozen O'Connor

Final Rules on Special Purpose Acquisition Companies, Shell Companies, and Projections

Cozen O'Connor on

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted the final rules intended to augment investor protections in initial public offerings by special purpose acquisition companies (SPACs) and in subsequent...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on

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

Kelley Drye & Warren LLP

SEC Adjusts Definition of Emerging Growth Companies

Kelley Drye & Warren LLP on

On September 9, 2022, the Securities and Exchange Commission (the “SEC”) adopted a number of inflation-related adjustments under the Jumpstart Our Business Startups Act (the “JOBS Act”), including an adjustment to the revenue...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on

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

Pillsbury Winthrop Shaw Pittman LLP

U.S. Capital Markets Regulations Affecting U.S. Companies - August 2022

Pillsbury Winthrop Shaw Pittman LLP on

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

Foley Hoag LLP - Public Companies & the Law

Let's talk about gun jumping . . .

Foley Hoag LLP - Public Companies & the Law on

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

A&O Shearman

Corporate Governance & Securities Law Update: Latin America Edition - October 2019

A&O Shearman on

Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in September 2019. ...more

Mayer Brown Free Writings + Perspectives

Legal Update: Testing the Waters for All – New Rule 163B Expands TTW to All Issuers

Mayer Brown Free Writings + Perspectives on

On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act)....more

Stinson - Corporate & Securities Law Blog

New SEC Rule Permits All Issuers to “Test-the-Waters”

Stinson - Corporate & Securities Law Blog on

The SEC issued new rules in a release captioned “Solicitations of Interest Prior to a Registered Public Offering.” New Rule 163B enables all issuers to engage in test-the-waters communications with qualified institutional...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

Latham & Watkins LLP on

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

Latham & Watkins LLP

US IPO Guide - 2019 Edition

Latham & Watkins LLP on

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Ballard Spahr LLP

SEC Proposes "Test-The-Waters" Expansion

Ballard Spahr LLP on

On February 19, 2019, the SEC voted to propose Rule 163B under the Securities Act of 1933, as amended (the Securities Act), and amendments to Rule 405 (collectively the Proposed Rule) promulgated under the Securities Act to...more

BakerHostetler

SEC Solicits Comments to Expand Pre-Filing Communications of Offers to Sell Securities

BakerHostetler on

On February 19, 2019, the Securities and Exchange Commission (SEC) voted to propose a new rule under the Securities Act of 1933 (the Securities Act), and amendments to Rule 405 (together, the Proposed Rule), to expand the...more

Jones Day

"Test-the-Waters" Accommodations Could Be Coming to a Company Near You

Jones Day on

A proposed rule change would provide increased flexibility to issuers seeking to communicate with institutional investors earlier in the offering process. On February 19, 2019, the U.S. Securities and Exchange Commission...more

Fenwick & West LLP

SEC Proposes to Expand “Testing-the-Waters” Accommodation to All Issuers

Fenwick & West LLP on

On February 19, 2019, the U.S. Securities and Exchange Commission (SEC) voted to propose Rule 163B under the Securities Act of 1933, as amended (Securities Act), that would expand the “testing-the-waters” accommodation —...more

Bass, Berry & Sims PLC

SEC Proposes to Expand “Test-the-Waters” to All Issuers

Bass, Berry & Sims PLC on

This week the SEC proposed to expand the “test-the-waters” accommodation—currently available to emerging growth companies (EGCs)—to all issuers, including investment company issuers. The proposed rule and related amendments...more

Mayer Brown Free Writings + Perspectives

Testing the Waters for All? Proposed New Rule Would Expand Accommodation to All Issuers

Mayer Brown Free Writings + Perspectives on

Since the Jumpstart Our Business Startups (JOBS) Act was enacted in 2012, emerging growth companies (EGCs) have benefited from the opportunity to test the waters with investors and gauge interest in a potential offering....more

Locke Lord LLP

SEC Proposes to Extend “Test-the-Waters” Provisions to all Issuers

Locke Lord LLP on

On February 19, 2019, the Securities and Exchange Commission published a rule proposal entitled “Solicitations of Interest Prior to a Registered Public Offering” that would extend the “test-the-waters” provisions of Section...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Expand “Test-the-Waters” Communications to all Issuers

Stinson - Corporate & Securities Law Blog on

The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today....more

Mayer Brown Free Writings + Perspectives

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

Mayer Brown Free Writings + Perspectives on

The Securities and Exchange Commission took the long-awaited step of proposing rules for comment that would extend the ability to test the waters beyond emerging growth companies, or EGCs. ...more

Goodwin

SEC Proposes Universal Access to “Testing-the-Waters” Exemption

Goodwin on

The Securities and Exchange Commission (SEC) has announced a proposal to expand the current exemption for “testing-the-waters” communications — currently limited to emerging growth companies (EGCs) — to all companies,...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes to Expand "Test the Waters" to All Issuers

Kramer Levin Naftalis & Frankel LLP on

Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more

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