On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more
3/7/2025
/ Capital Markets ,
Compliance ,
Disclosure Requirements ,
Filing Requirements ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Yesterday, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced a new policy permitting confidential submission of registration statements in additional circumstances in order...more
According to CB Insights’ State of Fintech 2024 Report (the “Report”), global fintech companies raised $33.7 billion in private placements in 2024, marking a 20% drop year-over-year. Deal volume also declined, with 3,580...more
On November 14, 2024, the Practising Law Institute’s 56th Annual Institute on Securities Regulation featured a panel discussion that provided valuable insights into the initial public offering (IPO) landscape for 2025....more
Fintech Capital Raising Trends in 2024 -
Global capital raising in the fintech sector rose 19% quarter over quarter, while deal volume declined 16%, signaling that investors remain cautious, according to CB Insights’ State...more
Not long ago, the SEC hosted the Annual Small Business Forum. The Forum provides an opportunity to consider a broad array of issues affecting private companies as well as smaller public companies seeking to raise capital and...more
As we previously posted, the Securities and Exchange Commission held an open meeting this morning to consider and vote on whether to adopt final rules regarding SPAC IPOs and business combinations (de-SPAC transactions). ...more
In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank...more
This practice note discusses 10 practice points that can help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a private investment in public equity (PIPE) transaction alongside...more
Speaking at a conference at Columbia University as part of the Columbia Law and Business Schools’ Program in the Law and Economics of Capital Markets, Securities and Exchange Commission Commissioner Uyeda shared his views...more
3/7/2023
/ Business Development ,
Capital Formation ,
Corporate Governance ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
SEC Commissioner ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Small Business ,
Startups
The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued on December 16, 2022 its 2022 Annual Report to the U.S. Congress and to the SEC detailing how entrepreneurs,...more
Globally, the total volume of fintech deal activity, which includes financings by private companies, IPOs, and M&A activity, has declined for three consecutive quarters. Activity in the second quarter of 2022 was down 67%...more
On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public...more
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies...more
4/4/2022
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Market Participants ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
FINRA adds new topics for 2022 and new material to previously covered topics.
Overview -
On February 9, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2022 Report on FINRA’s...more
The special purpose acquisition company (SPAC) market has begun to cool, and with that, private investment in public equity (PIPE) transactions, a financing tool used to facilitate de-SPAC transactions, have also encountered...more
Here’s the deal: -
Filing the registration statement is a crucial part of an initial public offering (“IPO”), and during the filing period the company must engage with the SEC Staff and respond to its comments with...more
Here’s the deal: -
The pre-filing period is an important part of an initial public offering (“IPO”), requiring a number of management, organizational considerations and structural changes before a company can effectuate...more
1/20/2022
/ Board of Directors ,
Capital Markets ,
Capital Raising ,
Corporate Structures ,
Due Diligence ,
Financial Industry Regulatory Authority (FINRA) ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Investment ,
Regulatory Requirements ,
Strategic Planning ,
Underwriting Agreements
Here’s the deal: -
An initial public offering (“IPO”) refers to the initial offering by a company of a class of its equity securities, usually with a contemporaneous listing of that class of securities on a national...more
On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for...more
This practice note examines some of the issues most commonly raised in Securities and Exchange Commission (SEC) staff comment letters on registration statements filed for initial public offerings. It is intended to guide you,...more
This practice note discusses lock-up agreements between underwriters or placement agents, on the one hand, and issuers and their directors, officers, and control persons, on the other, in connection with offerings of...more
What’s the Deal?
An ATM offering is a follow-on offering of securities utilized by publicly traded companies in order to raise capital over a period of time. In an ATM offering, an issuer sells newly issued shares into...more
Today, 49 law firms, including Mayer Brown, signed a joint statement responding to a recent action against a SPAC asserting that SPACs are investment companies under the Investment Company Act of 1940 because proceeds from...more
8/27/2021
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Investment Companies ,
Investment Company Act of 1940 ,
Joint Statements ,
Money Market Funds ,
Securities Regulation ,
Short-Term Investments ,
Special Purpose Acquisition Companies (SPACs) ,
Statutory Interpretation
On July 13, 2021, the US Securities and Exchange Commission (“SEC”) announced charges against Stable Road Acquisition Corp. (“SRAC”), a special purpose acquisition company (“SPAC”), SRAC’s proposed merger target, Momentus...more