News & Analysis as of

Securities Act of 1933 › Registration Statement › Publicly-Traded Companies

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

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

Morgan Lewis - ML Benefits

Publicly Traded Companies: Don’t Forget to Register Plan Interests in Deferred Compensation Plans

Morgan Lewis - ML Benefits on

Publicly traded companies generally file registration statements on Form S-8 to register the offering of the company’s stock pursuant to the company’s equity incentive plans under the Securities Act of 1933, as amended...more

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

Proskauer - Corporate Defense and Disputes on

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

Goodwin

SEC Adopts Third Round of Disclosure Modernization

Goodwin on

The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more

Dorsey & Whitney LLP

SEC Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests

Dorsey & Whitney LLP on

The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more

Goodwin

SEC Deems Digital-Currency Investment Vehicle a Reporting Company

Goodwin on

On January 21, 2020, Grayscale Bitcoin Trust (the “Trust”) became the first digital currency investment vehicle to attain the status of an SEC reporting company. The Trust’s sponsor, Grayscale Investments, LLC (“Grayscale”),...more

Ward and Smith, P.A.

Availability and Benefits of Shelf Offerings for Public Issuers

Ward and Smith, P.A. on

Public issuers may benefit from the use of shelf offerings as an efficient, cost-effective alternative to Form S-1 in order to register shares as part of a primary offering, secondary offering, or as a benefit to its...more

Mayer Brown Free Writings + Perspectives

NYSE Proposes Allowing Companies to Raise Capital in Direct Listings

Mayer Brown Free Writings + Perspectives on

On November 26, 2019, the New York Stock Exchange (“NYSE”) filed with the Securities and Exchange Commission (“SEC”) a proposed rule change that would allow companies to simultaneously go public through a direct listing and...more

Foley Hoag LLP - Public Companies & the Law

Let's talk about gun jumping . . .

Foley Hoag LLP - Public Companies & the Law on

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

Bass, Berry & Sims PLC

SEC Proposes to Expand “Test-the-Waters” to All Issuers

Bass, Berry & Sims PLC on

This week the SEC proposed to expand the “test-the-waters” accommodation—currently available to emerging growth companies (EGCs)—to all issuers, including investment company issuers. The proposed rule and related amendments...more

Bass, Berry & Sims PLC

How to Avoid Running a PIPE into Section 5 Problems: A Recent SEC Comment Letter Example

Bass, Berry & Sims PLC on

An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more

Sheppard Mullin Richter & Hampton LLP

The Effects of the SEC Shutdown on the Capital Markets

Sheppard Mullin Richter & Hampton LLP on

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

Bass, Berry & Sims PLC

Removing the Delaying Amendment – An Example

Bass, Berry & Sims PLC on

With the government partially shut down, the SEC is following its operations plan during a shutdown, which entails an extremely limited number of staff members available to respond to emergency situations involving market...more

Perkins Coie

Get Ready for Mandatory SEC Exhibit Hyperlinks Beginning September 1

Perkins Coie on

The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more

Mintz - Securities & Capital Markets...

SEC Requires Public Companies to Hyperlink Exhibits Beginning September 1, 2017

Mintz - Securities & Capital Markets... on

Public companies will soon be required to include an active hyperlink to each exhibit to all registration statements filed under the Securities Act of 1933, as amended, and all periodic and current reports filed under the...more

Parker Poe Adams & Bernstein LLP

Liability for Statements of Opinion–New Clarity from the Supreme Court

Parker Poe Adams & Bernstein LLP on

The U.S. Supreme Court’s recent decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund resolved a clear split in the federal courts of appeal regarding when statements of opinion may give...more

16 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide