Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021. Acting Director Coates noted the “unprecedented surge” in SPAC...more
Yesterday, the Staff of the Securities and Exchange Commission issued two statements relating to special purpose acquisition companies (SPACs). Neither statement provided any guidance or interpretation. Both seemed directed...more
Shortly before the end of his tenure as Chair of the Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change...more
This chart is intended to compare and contrast, in summary form, various components of a traditional initial public offering versus merging with a special purpose acquisition company (“SPAC”).
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Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to...more
This chart is intended to compare and contrast in summary form some of the considerations for a private company considering merging into an existing public operating company in a reverse merger or entering into a business...more
During the annual Practising Law Institute’s SEC Speaks, Commissioner Lee discussed the state of public markets and public offerings. The Commissioner addressed the shift toward continued reliance on the private markets...more
Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners...more
What’s the Deal?
Special purpose acquisition companies (“SPACs”), commonly referred to as “blank check companies,” are public shell companies that use their initial public offering (“IPO”) proceeds in order to acquire...more
The first quarter 2020 PwC/CB Insights MoneyTree Report for the first quarter of 2020 provides insights on the level of venture funding.
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In a research paper written by Prof. Elizabeth Pollman, titled Startup Governance, and published through the Institute for Law and Economics, a joint research center of the Law School, the Wharton School, and the Department...more
Kevin Gsell, Head of Legal Solutions & Partnerships at Nasdaq Private Markets, joined our annual session on late stage or pre-IPO private placements earlier this week. As discussed during our session, as companies choose to...more
As we had previously blogged, the Securities and Exchange Commission will hold its Small Business Forum on June 18, 2020, virtually. While the annual program always addresses critical capital formation issues, this year’s...more
FINRA’s 2020 Risk Monitoring and Examination Priorities Letter identifies a number of areas of focus for the examination program in the coming year....more
The Securities and Exchange Commission’s Division of Economic Risk Analysis (DERA) recently published the first Economic and Risk Outlook. The release coincided with the SEC’s December 4, 2019 conference on the State of the...more
The Office of the Advocate for Small Business Capital Formation published its annual report to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the US House of...more
12/24/2019
/ Accredited Investors ,
Annual Reports ,
Capital Formation ,
Capital Markets ,
Crowdfunding ,
Disclosure Requirements ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Investment Opportunities ,
Investors ,
Offerings ,
Pooled Investment Vehicles ,
Regulation A ,
Regulation CF ,
Rule 504 ,
Rule 506 Offerings ,
Securities Regulation ,
Small Business ,
Smaller Reporting Companies
FINRA’s rules relating to equity IPOs, on spinning and withholding and IPO allocations, which came into effect following the dot-com bust, were recently amended. The amendments to Rule 5130, relating to restrictions on the...more
The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule...more
12/12/2019
/ Accredited Investors ,
Business Development Companies ,
Capital Markets ,
Emerging Growth Companies ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
Institutional Investors ,
New Rules ,
Qualified Institutional Buyers ,
Registered Investment Companies (RICs) ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by...more
11/20/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
Institutional Investors ,
JOBS Act ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Rule 163B ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
9/11/2019
/ Business Development ,
Business Development Companies ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Investment Management ,
Lock-Up Agreement ,
MD&A Statements ,
Nasdaq ,
Offerings ,
Prospectus ,
Publicly-Traded Companies ,
Securities Act ,
Securities Exchange Act ,
Securities Regulation ,
Securities Transactions ,
Stock Exchange ,
Underwriting Agreements
FINRA proposes to amend Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions), which are known as the spinning and withholding rules and...more
A recent research piece published by UBS Financial Services discusses the significant variations in IPO winners and losers. The report notes that after five years about 60% of all IPOs had negative returns. ...more
A partnership (or LLC) can go public in a highly tax-efficient manner by using an “Up-C” structure. An Up-C structure is composed of two entities: (1) a parent company, a C corporation (“PubCo”) which will be organized as a...more
In a recent article, Edward Knight, the global chief legal and policy officer at Nasdaq Inc., offered his own views on reforms that would contribute to greater resiliency for the US capital markets. ...more