News & Analysis as of

Securities and Exchange Commission (SEC) Form S-1 Initial Public Offering (IPO)

WilmerHale

Preparing for Cybersecurity Disclosure as a Public Company

WilmerHale on

The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks....more

Fenwick & West LLP

SEC Expansion of Availability of Confidential Submissions of Registration Statements Could Help Life Sciences Companies Raise...

Fenwick & West LLP on

In an attempt to facilitate capital raising, the SEC announced that it was expanding the ability of issuers to submit draft registration statements for confidential review by the staff. Historically, this procedure was mostly...more

White & Case LLP

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

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On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more

Fenwick & West LLP

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

Fenwick & West LLP on

[Editor's Note (1/25/22): This article includes an update regarding the amended rule proposal Nasdaq filed with the SEC in January 2022.] [Editor's Note (6/1/21): This article includes an update regarding a proposed rule...more

Mayer Brown Free Writings + Perspectives

SEC Chair Gives Testimony on IPO and SPAC Market

Securities and Exchange Commission Chair Gary Gensler was back on the Hill, this time testifying before the Subcommittee on Financial Services and General Government, US House Appropriations Committee. During his testimony,...more

King & Spalding

Not So Special – Securities And Antitrust Regulators May Increase Attention To SPACs In The Coming Year

King & Spalding on

In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more

Mayer Brown Free Writings + Perspectives

How Much is That D&O Premium? Eye-Popping D&O Price Increases Confound SPAC Sponsors

As SPACs continue to barrel through 2020 at top speed, SEC has taken notice and we’ve already seen a number of remarks focusing on sufficient disclosure from Chair Clayton and Commissioner Lee. One area that does not seem to...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

Bass, Berry & Sims PLC

SEC Staff Says Avoid Titling Non-GAAP Measures with “Pro Forma” Unless S-X Article 11 Compliant

Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across a SEC comment letter recently made public. While we acknowledge the term “pro forma” is often used by registrants when adjusting their GAAP results to provide additional...more

Carlton Fields

FAST Relief from Some Securities Law Requirements

Carlton Fields on

The Fixing America’s Surface Transportation Act (FAST Act), which became law in December 2015, contained important federal securities law changes. - Among other changes, it further reduced the burdens on emerging growth...more

WilmerHale

2016 IPO Report

WilmerHale on

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

Ballard Spahr LLP

SEC Adopts Rules Permitting Forward Incorporation by Reference on Form S-1 and Simplifying Disclosure Requirements for EGCs

Ballard Spahr LLP on

The Securities and Exchange Commission (SEC) has adopted interim final rules permitting smaller reporting companies, generally companies with a public float of less than $75 million, to incorporate by reference on Form S-1...more

Goodwin

SEC Adopts Rules Implementing Forward Incorporation in Form S-1 and Streamlined Financial Statement Requirements for Emerging...

Goodwin on

As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more

Carlton Fields

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

Carlton Fields on

Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more

Morrison & Foerster LLP - JOBS Act

House Financial Services Committee Reports on JOBS Act Related Bills

A flurry of activity was seen last week on the House floor as the Financial Services Committee reported on various bills, many of which JOBS Act related. These bills propose to change registration and reporting requirements...more

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