News & Analysis as of

Securities and Exchange Commission (SEC) Initial Public Offering (IPO) Listing Rules

Fenwick & West LLP

NYSE Changes Rules on Initial Period Fees, How It Evaluates Listing Applications from Companies Outside North America

Fenwick & West LLP on

The New York Stock Exchange (Exchange) has recently adopted two rule changes, one to reduce fees for the initial period of a company’s listing on the Exchange and another to formally expand the universe of holders that will...more

Loeb & Loeb LLP

Considering a U.S. Listing? What Asian “Foreign Private Issuers” Should Know

Loeb & Loeb LLP on

During the first four months of 2025, at least eight companies listed on the Singapore Exchange (SGX) announced potential delisting and at least 11 SGX-listed companies announced that they have received privatization offers...more

Fenwick & West LLP

SEC OKs Nasdaq's Changes to Initial Listing Reqs

Fenwick & West LLP on

The SEC recently approved Nasdaq’s proposed changes to the initial listing requirements related to liquidity. Nasdaq proposed to change Listing Rules 5405 and 5505 to...more

ArentFox Schiff

Nasdaq Amends Proposal to Modify Rule for Initial Listing Liquidity Requirements

ArentFox Schiff on

In December 2024, the Nasdaq Stock Market LLC submitted a proposal to the US Securities and Exchange Commission (SEC) to modify its requirements for calculating the minimum Market Value of Unrestricted Publicly Held Shares in...more

Cozen O'Connor

Nasdaq Increases Initial Listing Liquidity Requirements: What It Means for Companies Going Public

Cozen O'Connor on

On March 12, 2025, the SEC approved a significant rule change to Nasdaq’s initial listing liquidity requirements (the New Liquidity Rules). These changes make it more challenging for companies seeking to list on the Nasdaq...more

Cooley LLP

SEC approves Nasdaq proposal to modify initial listing requirements related to liquidity

Cooley LLP on

In December of last year, Nasdaq proposed a rule change to modify the initial listing requirements related to liquidity. More specifically, Nasdaq proposed to change Listing Rules 5405 and 5505 to require that a company...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 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

Wilson Sonsini Goodrich & Rosati

SEC Approves Amendments to Nasdaq Phase-In Schedules and Cure Periods

On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order granting approval of The Nasdaq Stock Market LLC’s (Nasdaq’s) proposed rule change, to Nasdaq Rules 5605, 5615, and 5810. These amendments...more

WilmerHale

2024 IPO Report

WilmerHale on

Pessimism surrounding the Federal Reserve’s interest rate hikes, combined with subdued business and consumer confidence as well as geopolitical concerns, weighed heavily on the IPO market in 2023. With 117 IPOs in 2023...more

Woodruff Sawyer

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

Woodruff Sawyer on

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

Mayer Brown Free Writings + Perspectives

NYSE Receives Approval for Rule Change Providing More Flexibility for Direct Listings with Capital Raise

On December 15, 2022, the New York Stock Exchange (“NYSE”) received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales...more

Woodruff Sawyer

D&O Insurance for Foreign IPOs and Direct Listings

Woodruff Sawyer on

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

Katten Muchin Rosenman LLP

The SPAC Report: Mark Wood, National Capital Markets Practice Co-Head, Speaks With Bloomberg Tax on Proactive Disclosures as SEC...

Recent SEC Comment Letters Recent Securities and Exchange Commission (SEC) comment letters reveal the SEC's close examination of special purpose acquisition companies (SPACs) and their proposed business combinations show no...more

Katten Muchin Rosenman LLP

Capital Markets Compass | Issue 1

Stable Road Enforcement Action Post Mortem: Lessons for the SPAC Market After Momentus Begins Trading - Stable Road And Momentus Close Business Combination. On August 11, Stable Road Acquisition Corp., a special purpose...more

Morgan Lewis

SPACs: Financial Conduct Authority Consults on Changes to UK Listing Regime

Morgan Lewis on

Key proposed changes to the UK listing regime include the removal of the presumption of suspension in trading in a SPAC’s shares when it announces a potential acquisition, subject to certain qualifying criteria being met....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

BCLP

SEC affirms NYSE rule changes allowing primary capital raises by issuers in direct listings

BCLP on

Yesterday, by another 3-2 vote, the SEC approved changes to NYSE listing rules relating to primary direct listings after conducting a “de novo” review following objections raised by certain investors and commentators. In...more

Cooley LLP

Blog: SEC approves NYSE proposal for direct listings

Cooley LLP on

On August 26, the SEC’s Division of Trading and Markets took action, pursuant to delegated authority, to approve a proposed NYSE rule change that would allow companies going public to raise capital through a primary direct...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

Jones Day

NYSE Reproposes to Permit Capital Raising in Direct Listings - Following two prior proposals during 2019, the New York Stock...

Jones Day on

The current proposal, which was submitted by the NYSE on June 22, 2020, would, like the prior proposal, allow a private company seeking to raise capital through a direct listing to satisfy the NYSE's market value requirement...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Jones Day

NYSE Proposes Updated Rule Change to Permit Capital Raising in Direct Listings

Jones Day on

Less than a week after the U.S. Securities and Exchange Commission ("SEC") rejected a proposed rule change to permit primary capital raising in direct listings, the New York Stock Exchange ("NYSE") submitted an updated...more

Jones Day

SEC Rejects Initial NYSE Proposal on Capital Raising in Direct Listings - The rule change would have allowed companies to raise...

Jones Day on

On December 6, 2019, the U.S. Securities and Exchange Commission rejected a proposed New York Stock Exchange ("NYSE") rule change that would allow companies to raise capital in a direct listing...more

Wilson Sonsini Goodrich & Rosati

NYSE Files Revised Proposal to Allow Primary Direct Floor Listings

Yesterday, the New York Stock Exchange (NYSE) filed a revised proposal with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Last week, as discussed in our...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE Proposes New Rules on Direct Listings

On November 26, 2019, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission (SEC) to modify its requirements with respect to direct listings. If approved by the SEC, the...more

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