News & Analysis as of

Securities and Exchange Commission (SEC) The Jump-Start Our Business Start-Ups Act Initial Public Offering (IPO)

Lowenstein Sandler LLP

SEC’s Expanded Confidential Review Process Provides Issuers Greater Flexibility To Explore and Plan Public Offerings

Lowenstein Sandler LLP on

On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced significant enhancements to the accommodations available for issuers confidentially submitting draft registration...more

Goodwin

SEC Staff Expands Draft Registration Statement Accommodations

Goodwin on

On March 3, 2025, the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “SEC staff”) announced that, effective immediately, it is enhancing the accommodations available to...more

Akin Gump Strauss Hauer & Feld LLP

SEC Announces Measures to Facilitate Capital Formation

In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

Latham & Watkins LLP on

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

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on

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

Troutman Pepper Locke

Tier 2 Regulation A Offerings – Is Your Company Ready for a Mini-IPO?

Troutman Pepper Locke on

The amount of capital that companies can raise in a Regulation A (also known as a “Reg A+”) offering increased to $75 million annually, effective as of March 15, 2021. With the new offering limit, Tier 2 Reg A+ offerings,...more

McCarter & English, LLP

SEC Updates Definition Of “Accredited Investor”

The term “accredited investor,” as defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), had not changed significantly since it was originally adopted in 1982. In June 2019,...more

Cooley LLP

Blog: Equity Crowdfunding – Is It For You?

Cooley LLP on

Entrepreneurs often ask whether equity crowdfunding is a viable option for funding their company. As is often the case with questions to an attorney, the answer is “it depends”. In 2012, when President Obama signed into law...more

Mayer Brown Free Writings + Perspectives

Testing the Waters for All – New Rule 163B Expands TTW to All Issuers: First Analysis

In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by...more

Mayer Brown Free Writings + Perspectives

EGC IPOs and IPO Registration Statement Trends in 2019

IPOs in 2019 have raised more capital across a smaller number of deals, as we have previously blogged. EY’s recent Trends in US IPO Registration Statements report notes that the US Securities and Exchange Commission (“SEC”)...more

Pillsbury Winthrop Shaw Pittman LLP

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...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

Fenwick & West LLP

“Testing-the-Waters” for All

Fenwick & West LLP on

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more

Sheppard Mullin Richter & Hampton LLP

Gauging Interest: SEC Votes to Approve Proposal to Expand “Test-the-Waters” Rules

The Securities and Exchange Commission (“SEC”) announced on September 26, 2019 that it voted to adopt the application of “testing-the-waters” rules to all issuers who engage in raising capital in the public markets. This...more

Wilson Sonsini Goodrich & Rosati

SEC Extends "Test the Waters" to All Issuers

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

Dorsey & Whitney LLP

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

Dorsey & Whitney LLP on

In connection with its efforts to modernize the regulatory framework, the SEC announced a new rule that provides all issuers with the flexibility provided by the JOBS Act to use “test-the-waters” communications with...more

Perkins Coie

Blockchain Week in Review - July 2019

Perkins Coie on

U.S. Developments - Regulatory Developments - SEC and FINRA Issue Joint Statement on Digital Asset Custody Issues - On July 8, 2019, the U.S. Securities and Exchange Commission (SEC) and the Financial Industry...more

Latham & Watkins LLP

US IPO Guide - 2019 Edition

Latham & Watkins LLP on

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Dorsey & Whitney LLP

Impact of “Test-the-Waters” Reform Debated

Dorsey & Whitney LLP on

As we previously noted, in February, the SEC proposed expanding its “test-the-waters” accommodation from emerging growth companies (EGCs) only to all issuers via a new Rule 163B and related amendments. This accommodation...more

Eversheds Sutherland (US) LLP

SEC proposes to expand “testing-the-waters” provisions to all issuers

On February 19, 2019, the Securities and Exchange Commission (SEC) announced a proposal to expand the “testing-the-waters” exemption to all issuers. Currently the exemption is limited to emerging growth companies (EGCs)....more

White & Case LLP

Hoping to Encourage Increased Participation in the Public Markets, SEC Proposes New Rule Allowing all Issuers to Test the Waters

White & Case LLP on

The SEC is proposing to extend the testing-the-waters ("TTW") accommodation to all issuers, including investment company issuers.1 Citing the dominance of the IPO market by emerging growth companies ("EGCs")2 and evidence...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Expand “Test-the-Waters” Communications to all Issuers

The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today....more

Mayer Brown Free Writings + Perspectives

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

The Securities and Exchange Commission took the long-awaited step of proposing rules for comment that would extend the ability to test the waters beyond emerging growth companies, or EGCs. ...more

Herbert Smith Freehills Kramer

SEC Proposes to Expand "Test the Waters" to All Issuers

Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more

Cooley LLP

Blog: New bill to exempt low-revenue companies from SOX 404(b)—have we reached an inflection point?

Cooley LLP on

A bipartisan group of senators has introduced a new bill, the Fostering Innovation Act of 2019 (S. 452), that would amend SOX to provide a temporary exemption from the auditor attestation requirements of Section 404(b) for...more

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