News & Analysis as of September 25, 2024

Initial Public Offering (IPO)

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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 -

Litigation developments: federal forum provisions

United States Supreme Court Holds That Section 11 Plaintiffs Must Purchase Securities Issued Under the Registration Statement They...

Sheppard Mullin Richter & Hampton LLP on 6/8/2023

In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15...more

Supreme Court Slack Decision Confirms Narrow Interpretation of Section 11 Claims

Latham & Watkins LLP on 6/7/2023

The unanimous opinion requires shareholder plaintiffs to plead and prove that they purchased shares traceable to an allegedly false or misleading registration statement. On June 1, 2023, the US Supreme Court issued its...more

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

Proskauer - Corporate Defense and Disputes on 6/1/2023

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

California Court of Appeal Upholds Federal Forum Provision

Skadden, Arps, Slate, Meagher & Flom LLP on 5/10/2022

In the first published decision of a court of appeal outside Delaware, on April 28, 2022, the California Court of Appeal in Wong v. Restoration Robotics, Case No. A161489, affirmed the trial court’s decision to enforce a...more

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

Latham & Watkins LLP on 9/23/2021

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

Supreme Court to Decide Whether Discovery Stays Apply to State-Court Securities Lawsuits This Fall

Proskauer - Corporate Defense and Disputes on 8/18/2021

One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the...more

Let's talk about gun jumping . . .

Foley Hoag LLP - Public Companies & the Law on 11/11/2019

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

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

Stinson - Corporate & Securities Law Blog on 9/27/2019

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

Third Circuit Decision Highlights Important Distinction Between Directors and Board Observers

White and Williams LLP on 7/29/2019

A recent decision by the U.S. Court of Appeals for the Third Circuit offers an important reminder of the distinction between the roles (and exposure to liability) of corporate directors and board observers. In a precedential...more

New York Supreme Court Dismisses Securities Act Of 1933 Claims, Holding That Plaintiffs' Allegations Of Misleading Statements Are...

A&O Shearman on 7/17/2019

On July 11, 2019, Justice Andrew Borrok of the New York State Supreme Court, County of New York, Commercial Division, dismissed a putative securities class action against a Brazilian based online retailer (the “Company”),...more

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

BakerHostetler on 3/29/2019

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

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

Fenwick & West LLP on 2/26/2019

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

Chris Lazarini Provides Insight on Pleading Requirements in Securities Fraud Cases

Bass, Berry & Sims PLC on 2/6/2019

Bass, Berry & Sims attorney Chris Lazarini provided insight on a case brought by investors alleging a company violated certain securities laws by issuing a false registration statement in conjunction with its IPO. In the...more

The Effects of the SEC Shutdown on the Capital Markets

Sheppard Mullin Richter & Hampton LLP on 1/21/2019

Although EDGAR continues to accept filings, the government shutdown has now eclipsed its 28th day and the SEC continues to operate with limited staff which is having a crippling effect on the ability of many companies to...more

Court of Chancery Invalidates Federal Court Forum-Selection Provision for Securities Cases

Morris James LLP on 12/21/2018

Sciabacucchi v. Salzberg, C.A. No. 2017-0031-JTL (Del. Ch. Dec. 19, 2018) - Delaware law permits a Delaware corporation to include a forum-selection provision in its certificate of incorporation governing all “internal...more

The Rumors of the Death of Gun Jumping Have Been Greatly Exaggerated

Bass, Berry & Sims PLC on 12/11/2018

Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more

Chris Lazarini Analyzes Putative Class Action Alleging Violations of Securities Act of 1933

Bass, Berry & Sims PLC on 11/30/2018

Bass, Berry & Sims attorney Chris Lazarini analyzed this putative class action brought against Match Group for alleged violations of the Securities Act of 1933 related to the company’s 2015 initial public offering (IPO)....more

SEC Expands Nonpublic Draft Registration Statement Processing Procedures

Fox Rothschild LLP on 8/30/2017

Beginning July 10, 2017, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

SEC Expands Confidential Review of IPO Registration Statements

Kilpatrick on 8/24/2017

The SEC announced earlier this summer (and supplemented that announcement late last week with additional information) that it has expanded the availability of its popular procedure for confidential non-public review of, and...more

Blog: Corp Fin supplements information regarding expanded process for confidential filing of IPO registration statements

Cooley LLP on 8/21/2017

On August 17, 2017, the SEC supplemented the information in its June 29 announcement regarding its expanded draft registration statement processing procedures, which allowed companies that were not emerging growth companies...more

SEC Confidential Submission Procedures Expanded Beyond Emerging Growth Company Issuers Beginning July 10, 2017

Akin Gump Strauss Hauer & Feld LLP on 7/8/2017

Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more

Blog: Corp Fin Posts FAQs Regarding Extension Of Process For Confidential Submission Of Draft Registration Statements

Cooley LLP on 7/7/2017

On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not...more

SEC to Permit All Issuers to Submit Confidential Draft Registration Statements

Skadden, Arps, Slate, Meagher & Flom LLP on 7/6/2017

The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more

SEC’s Corp Fin Extends Confidential Review of Draft Registration Statements and Provides Guidance

Locke Lord LLP on 7/6/2017

On June 29, 2017, the Securities and Exchange Commission (the “SEC”) announced that the Division of Corporation Finance (the “Division”) will permit all companies to submit draft registration statements relating to initial...more

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

Bass, Berry & Sims PLC on 4/19/2017

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

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Securities Act of 1933 › Registration Statement › Initial Public Offering (IPO)

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