Technology and life sciences companies went public at an extraordinary rate in the first half of 2021 and they continued to do so via different paths: initial public offerings, de-SPAC mergers and direct listings.
Our...more
Today, shareholders are increasingly demanding corporate accountability on a variety of issues, ranging from compensation and human capital management to governance and board diversity, among others. As a result, most...more
In our prior article on the latest and greatest in direct listings, we noted that we were expecting that Nasdaq would follow the NYSE’s lead to allow for capital raising concurrently with a direct listing. On May 19, 2021,...more
5/27/2021
/ Capital Markets ,
Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Listing Standards ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more
5/24/2021
/ Acquisitions ,
Due Diligence ,
Financial Adviser ,
Mergers ,
Proposed Legislation ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
John Coates, Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), issued a public statement providing insight into the SEC’s views on the application of federal...more
4/12/2021
/ D&O Insurance ,
Due Diligence ,
Financial Adviser ,
Initial Public Offering (IPO) ,
New Guidance ,
Privately Held Corporations ,
PSLRA ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Special Purpose Acquisition Companies (SPACs)
With a new U.S. administration, an economic rebound in sight and historically low interest rates that are unlikely to budge in the near-term, equity markets have been on a tear since late 2020. The torrid pace of technology...more
The U.S. Securities and Exchange Commission has issued final rules adopting amendments to certain financial disclosure requirements and to the disclosure required in Management’s Discussion and Analysis (MD&A). We previously...more
The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more
11/12/2020
/ Crowdfunding ,
Economic Growth ,
Federal Register ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
General Solicitation ,
Investment ,
JOBS Act ,
Offerings ,
Regulation D ,
Rule 152 ,
Rule 504 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Testing-the-Waters Communications
The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934.
The final rules:
- Require that a shareholder...more
A recent Fenwick survey found that the length of IPO lock-up agreements for technology companies continues to predominantly be 180 days but that lock-ups are now increasingly subject to early release provisions in connection...more
9/1/2020
/ Blackout Rules ,
Board of Directors ,
Corporate Officers ,
Direct Listing ,
Employees ,
Initial Public Offering (IPO) ,
Investors ,
Lock-Up Agreement ,
Performance Standards ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Surveys ,
Technology Sector ,
Venture Capital
Our last in a series of articles on direct listings noted that we were expecting significant regulatory developments to give companies more flexibility to pursue alternatives to a traditional initial public offering. Those...more
9/1/2020
/ Capital Raising ,
Compliance ,
Coronavirus/COVID-19 ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investors ,
Lock-Up Agreement ,
Nasdaq ,
Proposed Rules ,
Public Offerings ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Venture Capital
On August 26, 2020, the U.S. Securities and Exchange Commission adopted final rules to expand the accredited investor definition and modernize the disclosure requirements under Regulation S-K Items 101 (Business), 103 (Legal...more
8/31/2020
/ Accredited Investors ,
Certifications ,
Disclosure Requirements ,
Final Rules ,
Financial Services Industry ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Offerings ,
Qualified Institutional Buyers ,
Regulation D ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Rule 501 ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC)
Key Metrics for Recent Technology and Life Sciences Initial Public Offerings -
Following a volatile spring 2020 due to the rapid global spread of the novel coronavirus, the capital markets, including IPOs, appear to be...more
8/28/2020
/ Biopharmaceutical ,
Coronavirus/COVID-19 ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Life Sciences ,
Public Offerings ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Surveys ,
Technology ,
Technology Sector
Executing a successful IPO or direct listing in the United States requires a significant amount of work. Much of this work has to be done well in advance of the anticipated date of the company’s organizational meeting with...more
The U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) and Division of Corporation Finance (Division) have separately issued statements emphasizing the continued importance of high-quality...more
6/26/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
FASB ,
Financial Reporting ,
IASB ,
ICFR ,
New Guidance ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC has issued rules amending the disclosure requirements for providing historical and pro forma financial statements in connection with material acquisitions and dispositions. The final amendments, issued on May 21,...more
The Federal Reserve Board has updated the terms of the previously announced Main Street New? Loan Facility (MSNLF) and Main Street Expanded Loan Facility (MSELF) and created a third type of loan, the Main Street Priority Loan...more
In the past few weeks, the Nasdaq Stock Market and the New York Stock Exchange, with the approval of the U.S. Securities and Exchange Commission, have approved rules easing certain requirements for listed companies in light...more
The Federal Reserve and Department of Treasury published additional details regarding two new loan programs that provide up to $600 billion for small- and mid-sized businesses: the Main Street New Loan Facility (MSNLF), which...more
Chairman Jay Clayton of the U.S. Securities and Exchange Commission and William Hinman, director of the Division of Corporation Finance, issued a statement stressing the importance of current and forward-looking disclosure in...more
In this episode, the Fenwick team discusses considerations related to the material non-public information that companies are rapidly developing as the COVID-19 situation evolves, including considerations regarding updating...more
These periodic videocasts discuss key topics that you, your company, board, board committees, and public reporting and compliance teams need to focus on during the current COVID-19 pandemic. The Fenwick team will share best...more
Disclosure Guidelines for Public Companies Affected by COVID-19 -
On March 25, 2020, the U.S. Securities and Exchange Commission’s Division of Corporation Finance provided guidance regarding disclosure and other securities...more
The U.S. Securities and Exchange Commission has released final rules amending the definitions for accelerated filers and large accelerated filers, providing significant relief for smaller reporting companies in the technology...more
Impacts of Coronavirus on Commercial Agreements and Public Company Disclosures -
COVID-19, a disease caused by the novel coronavirus, has now spread to at least 70 countries, including the United States. Our thoughts are...more
3/6/2020
/ Breach of Contract ,
Contract Management ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Emergency Management Plans ,
Filing Deadlines ,
Force Majeure Clause ,
Paid Leave ,
Performance Standards ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sick Leave ,
Workplace Safety