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Due Diligence Securities and Exchange Commission (SEC) Investors

Flaster Greenberg PC

SEC Offers Updated Guidance for Rule 506(c) Private Placements

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On March 12, 2025, the SEC published a No-Action Letter clarifying accredited investor verification requirements under Rule 506(c)....more

Orrick, Herrington & Sutcliffe LLP

Tech Debt is Common. What does it mean for IPO readiness from a cybersecurity perspective?

Most high-growth companies have technical debt: work owed to IT or software development due to shortcuts that advance the business. That’s natural. But what if the debt carries security risks? Orrick capital markets partner...more

Morrison & Foerster LLP

Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of...more

Pillsbury Winthrop Shaw Pittman LLP

FinCEN’s Proposed Rule to Regulate Investment Advisers: The Questions Industry Should Be Following

FinCEN is focused on customer due diligence, and both the 2024 Investment Adviser Risk Assessment and proposed rule indicate that investment advisers will be expected to assess customer identity, business model, and sources...more

A&O Shearman

Changes to Singapore selling restrictions for the wholesale debt market

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The MAS issued a Notice on Business Conduct Requirements for Corporate Finance Advisers on 21 June 2023 that, among other things, imposes a requirement on relevant persons advising on corporate finance to apply enhanced due...more

Woods Rogers

Real Estate Syndications: Legal Considerations for Syndicators (and Investors)

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Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more

King & Spalding

Pre-Marketing: Risks and Considerations Relating to Bespoke Securitization Transactions

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The current volatility in financial markets has caused an increase in interest in pre-marketing certain bespoke securitization transactions, including esoteric, real estate-based, whole business, music royalty and digital...more

Harris Beach Murtha PLLC

The First FTX Lawsuit – Class Action Crypto

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On November 15, 2022, the CEO of FTX and various alleged celebrity endorsers were sued in Florida federal court by Edwin Garrison, an FTX investor. In the complaint, Garrison alleges that FTX engaged in the unlawful sale of a...more

Holland & Knight LLP

Push-Pull: Discourse in the ESG Rulemaking Landscape

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Recent remarks from two SEC Commissioners illustrate the broader divide about environmental, social and governance (ESG)-related disclosures and the resulting compliance costs public companies and regulated entities could...more

K2 Integrity

ESG Certification: Assisting in Mitigating Greenwashing for Investors, Managers, Funds and Regulators

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There have been numerous positive developments in the evolution of ESG investing. Still, the research needed to assess which investments are truly ESG-compliant and which are tantamount to greenwashing is burdensome...more

King & Spalding

Checklist for Non-U.S. Fund Managers Making a Private Fund Offering in the U.S.

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The United States represents a large source of potential capitalthat non-U.S. fund managers often find impossible to ignore. To assist non-U.S. fund managers, we have prepared a checklist that sets out key considerations for...more

Society of Corporate Compliance and Ethics...

[Virtual Event] ESG and Compliance Conference - April 26th, 7:55 am - 3:15 pm CDT

Discover how to set and accomplish your ESG goals - Environment, Social, and Governance (ESG) is no longer an isolated function within a company, nor is it an issue only for publicly traded companies. It’s front and...more

American Conference Institute (ACI)

[Event] ESG Think Tank - November 30th, National Harbor, MD

Closed-Door, “Off the Record” Benchmarking on Critical ESG Issues! ACI’s inaugural ESG Think Tank is scheduled for November 30th in Washington, DC! This in-person “boardroom-style” forum will provide meaningful...more

UB Greensfelder LLP

For FINRA, Unlike The SEC, Blaming The BD Always Seems To Be The Answer

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FINRA Enforcement has often been accused (again, admittedly, by me, and not too infrequently) of going after the “low-hanging fruit,” that is, taking the easy case when it presents itself. Putting aside the question whether...more

Farella Braun + Martel LLP

Turmoil in the SPAC Market: What Private Tech Companies Should Consider Before Going Public Via a SPAC

In the spring of 2021, one of the hottest markets—the market for special purpose acquisition companies, or SPACs—has “screeched to a halt,” according to CNN. As the SPAC market grew red hot in the past six months, it seemed...more

Bass, Berry & Sims PLC

Recent SEC Comment Letter Looks Under the Hood at SPAC Merger Diligence

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You have undoubtedly read about the continuing popularity of special purpose acquisition companies (SPACs). According to SPACInsider, year-to-date there have been 242 SPAC IPOs, with an average IPO size of $334.9 million....more

Morrison & Foerster LLP

SASB And GRI Team Up To Tackle The Opaque Landscape Of ESG Reporting

The year 2020 was already predicted to be a year of heightened focus on environmental, social, and governance (ESG) topics for public companies—and that was before the COVID-19 pandemic and widespread protests galvanized by...more

Eversheds Sutherland (US) LLP

SEC warns investors about initial exchange offerings

Recently, the U.S. Securities and Exchange Commission (SEC) issued an Investor Alert (the Alert) warning investors to use caution before investing in initial exchange offerings (IEOs) through online trading platforms. The...more

WilmerHale

SEC Issues Investor Alert on Initial Exchange Offerings

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On January 14, 2020, the Securities and Exchange Commission’s (“SEC”) Office of Investor Education and Advocacy issued an Investor Alert urging investors to use caution before investing in “initial exchange offerings”...more

Bass, Berry & Sims PLC

Complexities of Issuing Public Company Stock in Acquisitions of Private Companies

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As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more

Foley & Lardner LLP

Is my Advisor a “Finder” or a “Broker”? Avoiding the Pitfalls of Raising Capital Using Unlicensed Broker-Dealers

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Companies seeking to expand operations often face numerous challenges. One such challenge is raising the capital necessary to make such an expansion possible. When a company sees an expansion opportunity but does not have the...more

Bracewell LLP

Disclosure Considerations and Tax Reform

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The impact of tax reform is on the minds of many. While there are currently many unknowns, municipal issuers and conduit borrowers (collectively, “obligated persons”) should consider whether changes in tax law could impact...more

Allen Matkins

Insider Trading Is Like A Dog Named “Stay”

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Insider trading cases remind me of the following joke attributed to stand-up comic Steven Wright...more

WilmerHale

In Case You Missed It: Launch Links - May 2016 #3

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Some interesting links we found across the web this week: - Don’t Expect New Crowdfunding Rules to Create a Startup Boom - Equity crowdfunding went live this week under the SEC’s recent rulemaking, but many...more

McDermott Will & Emery

Inside M&A - October 2015

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Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

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