On July 17, 2018, the House of Representatives passed the JOBS and Investor Confidence Act (JOBS Act 3.0), a package of reforms consisting of 32 pieces of legislation principally designed to spur entrepreneurship by...more
7/24/2018
/ Accredited Investors ,
Angel Investors ,
Capital Formation ,
Dual Class Share Structures ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
M&A Brokers ,
Private Offerings ,
Proposed Legislation ,
Regulatory Burden ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Startups ,
Venture Funding
On June 28, 2018, the Securities and Exchange Commission (SEC) approved amendments to the definition of “smaller reporting company” (SRC) that will substantially expand the number of companies that will qualify for the scaled...more
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
5/10/2018
/ Biotechnology ,
Broker-Dealer ,
Capital Markets ,
Chamber of Commerce ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Financial Reporting ,
ICFR ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investment Banks ,
JOBS Act ,
Large Corporate Filers ,
Mandatory Arbitration ,
Mutual Funds ,
Nasdaq ,
New Guidance ,
Offerors ,
PCAOB ,
Proxy Advisors ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Short Sales ,
SIFMA ,
Small Business ,
Technology Sector ,
Tick Size ,
WKSIs ,
XBRL Filing Requirements
On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more
2/9/2018
/ Acquisitions ,
Amended Rules ,
Capital Markets ,
Direct Listing ,
Initial Public Offering (IPO) ,
Listing Rules ,
Mergers ,
NYSE ,
Private Placements ,
Privately Held Corporations ,
Registration Statement ,
Securities ,
Securities and Exchange Commission (SEC) ,
Spinoffs ,
Valuation
The U.S. high-yield and investment-grade debt markets saw significant increases in 2017 over 2016 in dollar volume and number of issuances. The U.S. equity indices reached new highs throughout the year, with the Standard &...more
1/24/2018
/ Acquisitions ,
Capital Markets ,
Corporate Taxes ,
Debt Market ,
EBITDA ,
Equity Markets ,
Federal Reserve ,
Financing ,
High-Yield Markets ,
Initial Public Offering (IPO) ,
Mergers ,
Private Funds ,
Special Purpose Acquisition Companies (SPACs) ,
Tax Reform ,
Venture Capital
The much-discussed new revenue recognition standards jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) to harmonize revenue recognition standards between...more
On November 1, 2017, the House of Representatives passed two bills intended to ease regulatory burdens on capital formation. The bills would amend the Securities Act of 1933 (Securities Act) to extend the “testing the waters”...more
11/7/2017
/ Accredited Investors ,
Capital Formation ,
Corporate Finance ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Legislation ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Standards ,
Securities and Exchange Commission (SEC)
On August 17, 2017, the staff (Staff) of the Securities and Exchange Commission (SEC) issued new guidance that will streamline significantly the confidential submission process for emerging growth companies (EGCs) and...more
8/23/2017
/ C&DIs ,
Confidential Information ,
Corporate Issuers ,
Draft Documents ,
Emerging Growth Companies ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
New Guidance ,
Registration Statement ,
Securities and Exchange Commission (SEC)
In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more
8/9/2017
/ Corporate Governance ,
Corporate Structures ,
Dow Jones ,
Eligibility ,
FTSE ,
Index Funds ,
Publicly-Traded Companies ,
S&P ,
Share Class Structures ,
Shareholder Rights ,
Voting Powers ,
Voting Rights
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
7/6/2017
/ Confidential Information ,
Corporate Issuers ,
Draft Documents ,
EDGAR ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Securities Exchange Act Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer securities transactions from three...more
The U.S. capital markets experienced continued volatility throughout much of 2016, as the bond and equity markets were affected by a series of significant events: the November U.S. presidential election; the June Brexit vote;...more
1/31/2017
/ Acquisitions ,
Bonds ,
Capital Markets ,
Corporate Taxes ,
Debt ,
Debt Market ,
Deregulation ,
Equity Markets ,
Federal Reserve ,
Financial Services Industry ,
Financial Stimulus ,
Healthcare Facilities ,
High-Yield Markets ,
Initial Public Offering (IPO) ,
Mergers ,
Presidential Elections ,
Special Purpose Acquisition Companies (SPACs) ,
Tax Reform ,
Trump Administration ,
UK Brexit
On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more
In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more
On September 19, 2016, the U.S. District Court for the Southern District of New York granted summary judgment to Wilmington Savings Fund Society, FSB, with respect to claims brought against Cash America International, Inc. in...more
On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more
Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more
On March 16, 2016, Securities and Exchange Commission Chair Mary Jo White cautioned an audience of industry professionals at the U.S. Chamber of Commerce that the SEC continues to focus on companies’ use of financial measures...more
Investment-Grade Notes -
The U.S. investment-grade notes market ended the year 13 percent higher by dollar value (2 percent higher by issuances) than in 2014, with $1.3 trillion (2,021 issuances)....more
Precipitous commodity price declines that began in mid-2014 continued to disrupt the oil and gas industry in 2015, outlasting the expectations of many analysts. By the end of 2015, prices for both Brent and WTI crude were...more
The continuation of a strong M&A market in both the U.S. and Europe, energy companies returning to the U.S. market and quantitative easing in Europe resulted in a strong first half of 2015 for U.S. and European high-yield...more
The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more
11/5/2015
/ Annual Reports ,
Board of Directors ,
Capital Raising ,
Corporate Officers ,
Crowdfunding ,
Exemptions ,
Funding Portal ,
JOBS Act ,
Proposed Amendments ,
Public Comment ,
Public Offerings ,
Registration Requirement ,
Regulation D ,
Residency Requirements ,
Rule 147 ,
Rule 501 ,
Rule 504 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more
8/14/2015
/ Administrative Interpretation ,
Angel Investors ,
CDIs ,
Compliance ,
Corporate Issuers ,
Disclosure ,
General Solicitation ,
Interpretive Letters ,
Investment Adviser ,
No-Action Letters ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC)
Although the number of U.S. IPOs in 2015 is down compared to this time last year, the U.S. equity and debt markets continue to remain strong. The number of follow-on equity offerings is up 41 percent from last year, with a...more