News & Analysis as of

Securities Act of 1933 Prospectus

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 -
Latham & Watkins LLP

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

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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

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

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

Dorsey & Whitney LLP on

​​​​​​​As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more

Latham & Watkins LLP

Ninth Circuit’s Slack Decision Forges New Ground for Securities Act Liability Related to Direct Listings

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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

Latham & Watkins LLP

US IPO Guide - 2021 Edition

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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

Carlton Fields

SEC Proposes Changes to Fund Shareholder Reports, Prospectuses, SAIs, and Ads

Carlton Fields on

On August 5, the SEC proposed what it called “comprehensive modifications to the mutual fund … disclosure framework.” ...more

Farrell Fritz, P.C.

Class Action Lawsuit Dismissed: Commercial Division Finds Company’s Alleged Misrepresentations and Omissions During Stock Sale...

Farrell Fritz, P.C. on

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

Dechert LLP

SEC Adopts Rules to Relax Registration, Communications and Offering Requirements for Business Development Companies and Registered...

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The U.S. Securities and Exchange Commission on April 8, 2020 adopted a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933 applicable to business...more

Foley Hoag LLP - Public Companies & the Law

Let's talk about gun jumping . . .

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

Dechert LLP

SEC Proposes Relaxed Registration, Communications and Offering Requirements for Business Developments Companies and Registered...

Dechert LLP on

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

Vedder Price

SEC Proposes Closed-End Fund Offering Reform

Vedder Price on

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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Securities Offering Reforms for Business Development Companies and Registered Closed-End Investment Companies

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

Dechert LLP

SEC Issues Proposed Rule Permitting Variable Annuity and Variable Life Insurance Contracts to Use Layered Disclosure

Dechert LLP on

The U.S. Securities and Exchange Commission announced on October 30, 2018 that it had voted to issue a proposed rule and form amendments1 that would allow insurers offering variable annuity and/or variable life insurance...more

Latham & Watkins LLP

The US IPO Guide - 2018 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

Skadden, Arps, Slate, Meagher & Flom LLP

Second Circuit Sets Standard for Disclosure of Interim Financial Results in Offering Documents

On June 21, 2017, the U.S. Court of Appeals for the Second Circuit issued a decision of first impression that sets the standard for determining whether to disclose interim financial documents in a prospectus. In addition, the...more

Bass, Berry & Sims PLC

Chris Lazarini Discusses Burden of Materiality under Section 11 and 12 of Securities Act

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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

Broker-Dealer Compliance + Regulation

Please Mr. Postman: FINRA Cracks Down on Late Prospectus Delivery

FINRA has been engaged in a “stealth sweep” of firms’ untimely deliveries of mutual fund and ETF prospectuses that has resulted in formal disciplinary proceedings against twelve firms since 2011, and a total of over $5...more

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