News & Analysis as of

New Rules Initial Public Offering (IPO) Business Development Companies

Eversheds Sutherland (US) LLP

Amendments to FINRA Rules 5130 and 5131 allow non-traded and Private BDCs to participate in IPOs

On July 23, 2025, the Financial Industry Regulatory Authority, Inc. (FINRA) adopted amendments exempting business development companies (BDCs) from FINRA Rule 5130 (Rule 5130) (Restrictions on the Purchase and Sale of Initial...more

Mayer Brown Free Writings + Perspectives

SEC Small Entity Compliance Guide on Testing the Waters

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

Eversheds Sutherland (US) LLP

Everybody “Test-the-Waters” - SEC Expands Communications Rule to All Issuers

On September 26, 2019, the Securities and Exchange Commission (SEC) announced that it has expanded the “testing-the-waters” exemption to all issuers. The new rule and related amendments under the Securities Act of 1933, as...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expands ‘Testing-the-Waters’ Communications to All Issuers

On September 26, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B and related amendments under the Securities Act to expand the permitted use of “testing-the-waters” communications to all companies...more

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