JOBS Act Implementation Regulations
Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
In its Annual Report (the “Report”), the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation (OASB) provides data on the reliance by private and public companies on exempt...more
On October 30, 2023, the Securities and Exchange Commission issued an order (the “Order”) that grants exemptive relief under Rule 15c2-11 under the Securities Exchange Act of 1934 to brokers and dealers that publish...more
The Securities and Exchange Commission (SEC) has granted an order exempting Rule 144A fixed-income securities (fixed-income securities that are issued in accordance with the requirements of Rule 144A) from Rule 15c2-11....more
With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income...more
The SEC’s Division of Trading and Markets issued a new no-action letter yesterday that removes the requirement that Rule 144A information be made publicly available prior to a broker-dealer publishing a quotation or...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s Guide...more
What’s the Deal? An ATM offering is a follow-on offering of securities utilized by publicly traded companies in order to raise capital over a period of time. In an ATM offering, an issuer sells newly issued shares into...more
The Securities and Exchange Commission (SEC) on August 26 adopted amendments (Amendments) to the “accredited investor” definition, which is one of the principal tests for determining who is eligible to participate in certain...more
The Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more
On August 26, the SEC amended its rules under the Securities Act of 1933 to expand the definition of “accredited investor” used for determining eligibility to invest in certain securities offerings exempt from Securities Act...more
The Securities and Exchange Commission has adopted amendments to its current rules under the Securities Act of 1933 relating to the definitions of an "accredited investor" and a "qualified institutional buyer." The amendments...more
- Amendments to the "accredited investor" definition expand the categories of persons eligible to participate in private placements under Regulation D to include (i) individuals with certain professional licenses (Series 7,...more
The Securities and Exchange Commission voted 3-2 last week to adopt amendments to the “accredited investor” definition, one of the tests the SEC uses to determine eligibility to invest in unregistered private offerings of...more
On Aug. 26, the Securities and Exchange Commission adopted amendments to the definitions of “accredited investor” and “qualified institutional buyer.” ...more
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the definition of “accredited investor” to add new categories of natural persons and entities eligible to participate in our private...more
On August 26, 2020, the SEC adopted several changes to expand the definition of an “accredited investor.” For the first time, a new category will enable natural persons to qualify as accredited investors based upon their...more
On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted modernizing amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D (Rule 501(a)) to add new categories of qualifying...more