Morrison & Foerster LLP - JOBS Act

Overview - Yesterday, December 18, 2013, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules both retain and modernize the current framework of Regulation A,… more

Disclosure Requirements, EDGAR, Investors, JOBS Act, Regulation A

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Ze'-ev Eiger

EGC Corporate Governance Practices: A survey and related resources

There was a significant increase in the number of completed initial public offerings (“IPOs”) in 2017 compared to 2016 and 2015. However, the number of completed IPOs was still down compared to 2014, which saw the highest… more

Corporate Governance, Emerging Growth Companies, Initial Public Offering (IPO), JOBS Act, Securities and Exchange Commission (SEC)

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Kevin Erspamer

EGC Corporate Governance Practices: A survey and related resources - February 2017

During 2016, there were relatively few companies that completed initial public offerings (“IPOs”). Some commentators attribute the dearth of IPOs in 2016 to volatility arising from, among other things, Brexit and the U.S… more

Corporate Governance, Emerging Growth Companies, Initial Public Offering (IPO), JOBS Act, Non-GAAP Financial Measures

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Peter J. Green

SEC Staff Solves Section 28(e)-MiFID II Compliance Conundrum—For Now

In a series of three “no-action” letters, the staff of the Securities and Exchange Commission (SEC) published guidance to address concerns by U.S. broker-dealers and investment advisers about how to comply with Markets in… more

Broker-Dealer, EU, Investment Adviser, MiFID II, Securities and Exchange Commission (SEC)

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Lloyd Harmetz

SEC Issues Investor Alert on Crowdfunding

With the May 2016 effective date of the new crowdfunding rules approaching, the SEC is attempting to help prepare the market. On February 16, 2016, the SEC’s Office of Investor Education and Advocacy issued an investor bulletin… more

Crowdfunding, Early Stage Companies, Fraud, Investors, Offerings

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Jeremy Jennings-Mares

SEC Staff Solves Section 28(e)-MiFID II Compliance Conundrum—For Now

Broker-Dealer, EU, Investment Adviser, MiFID II, Securities and Exchange Commission (SEC)

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Michelle Jewett

Quick Guide to REIT IPOs - 2016

Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the… more

CFTC, Corporate Governance, D&O Insurance, Dodd-Frank, Emerging Growth Companies

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Jared Kaplan

PCAOB White Paper on Emerging Growth Companies

In March 2017, the Public Company Accounting Oversight Board, or PCAOB, released a white paper detailing certain characteristics and trends of emerging growth companies, or EGCs, based on its review of available data through… more

Emerging Growth Companies, Financial Reporting, PCAOB

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David Lynn

The Short Field Guide to IPOs - 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent… more

Emerging Growth Companies, Financial Reporting, Foreign Private Issuers, Initial Public Offering (IPO), JOBS Act

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James Nguyen

Late-Stage Private Placements: A Life Sciences Sector Survey

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. New categories of… more

Dilution, Initial Public Offering (IPO), Investors, JOBS Act, Life Sciences

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Julianne Nguyen

Second Circuit Holds Facebook IPO Underwriters Not Subject to Short-Swing Profit Rules

On November 3, 2016, the Second Circuit upheld the district court’s ruling involving the Facebook IPO that underwriters of the IPO are not required to disgorge short-swing profits made with their sales and purchases of shares in… more

Beneficial Owner, Disgorgement, Facebook, Initial Public Offering (IPO), Securities Exchange Act

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Gena Olan

The Short Field Guide to IPOs - November 2017

Capital Formation, Emerging Growth Companies, Initial Public Offering (IPO), JOBS Act, Nasdaq

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Elizabeth Schauber

SEC Holds Public Meeting on Board Diversity

On October 5, 2016, the SEC Advisory Committee on Small and Emerging Companies held a public meeting to discuss, among other things, board diversity for public companies. As part of the meeting, the National Association of… more

Board of Directors, Diversity, Emerging Growth Companies, National Association of Corporate Directors (NACD), Public Meetings

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David Slotkin

MoFo's Quick Guide to: REIT IPOs - February 2018

Real estate investment trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the… more

Initial Public Offering (IPO), Investment Company Act of 1940, Mortgage REITS, REIT, Securities and Exchange Commission (SEC)

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Joanne Sur

NASAA Requests Comments on Proposed Rule and Notice Form for Tier 2 Regulation A Offerings

On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the state… more

Comment Period, Corporate Issuers, NASAA, Proposed Regulation, Regulation A

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Morrison & Foerster LLP - JOBS Act

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