On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more
On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made...more
On March 3, 2025, the Staff of the SEC Division of Corporation Finance expanded the categories of issuer that may submit draft registration statements confidentially for review by the SEC, effective immediately. Confidential...more
The SEC announced that companies can now submit registration statements for confidential review before public filing in connection with most registered offerings. This expansion builds on the confidential filing process that...more
On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
On September 20, 2021, in the first case by a U.S. Court of Appeals to have considered the issue, the Ninth Circuit U.S. Court of Appeals held that a shareholder plaintiff had statutory standing to pursue claims under...more
Viewed as involving fewer regulatory hurdles than an IPO, SPACs became the most popular way to take a company public in 2020, and deal volume continued to rise in 2021. This increase in popularity brings increased attention...more
In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...more
WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome...more
On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more
Although EDGAR continues to accept filings, the government shutdown has now eclipsed its 28th day and the SEC continues to operate with limited staff which is having a crippling effect on the ability of many companies to...more
On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...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
Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more