The SEC recently published its report on the 2024 Government-Business Forum on Small Business Capital Formation. The Forum addresses a range of issues affecting small businesses, including smaller public companies. The...more
Fintech Capital Raising Trends in 2024 -
Global capital raising in the fintech sector rose 19% quarter over quarter, while deal volume declined 16%, signaling that investors remain cautious, according to CB Insights’ State...more
The PIPE market has proven to be resilient during times of stress. In 2023, issuers raised over $33.8 billion in 809 PIPE transactions according to PrivateRaise. This is considerably less than in 2021 during which issuers...more
On March 5, 2024, the House will consider capital formation related legislation, H.R. 2799. This was originally introduced in April 2023 and reported out in July 2023. It is comprised of 19 separate bills. The House...more
As we previously posted, the Securities and Exchange Commission held an open meeting this morning to consider and vote on whether to adopt final rules regarding SPAC IPOs and business combinations (de-SPAC transactions). ...more
On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt...more
The Securities and Exchange Commission’s Office of the Investor Advocate held the 42nd Annual Small Business Forum—this time convening panels over four days on various topics, including trends and challenges affecting early...more
5/2/2023
/ Accredited Investors ,
Capital Formation ,
Capital Raising ,
Early Stage Companies ,
Emerging Growth Companies ,
Investment Funds ,
Investment Opportunities ,
Popular ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Startups
In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets. The statements have pointed to the fact that fundraising in the...more
5/2/2022
/ Capital Raising ,
Crowdfunding ,
Financial Markets ,
Investment ,
Private Placements ,
Privately Held Corporations ,
Registration Requirement ,
Regulatory Agenda ,
Rule 144 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies...more
4/4/2022
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Market Participants ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
The special purpose acquisition company (SPAC) market has begun to cool, and with that, private investment in public equity (PIPE) transactions, a financing tool used to facilitate de-SPAC transactions, have also encountered...more
Here’s the deal: -
Filing the registration statement is a crucial part of an initial public offering (“IPO”), and during the filing period the company must engage with the SEC Staff and respond to its comments with...more
Here’s the deal: -
The pre-filing period is an important part of an initial public offering (“IPO”), requiring a number of management, organizational considerations and structural changes before a company can effectuate...more
1/20/2022
/ Board of Directors ,
Capital Markets ,
Capital Raising ,
Corporate Structures ,
Due Diligence ,
Financial Industry Regulatory Authority (FINRA) ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Investment ,
Regulatory Requirements ,
Strategic Planning ,
Underwriting Agreements
Here’s the deal: -
An initial public offering (“IPO”) refers to the initial offering by a company of a class of its equity securities, usually with a contemporaneous listing of that class of securities on a national...more
On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for...more
Today, 49 law firms, including Mayer Brown, signed a joint statement responding to a recent action against a SPAC asserting that SPACs are investment companies under the Investment Company Act of 1940 because proceeds from...more
8/27/2021
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Investment Companies ,
Investment Company Act of 1940 ,
Joint Statements ,
Money Market Funds ,
Securities Regulation ,
Short-Term Investments ,
Special Purpose Acquisition Companies (SPACs) ,
Statutory Interpretation
Yesterday, the Staff of the Securities and Exchange Commission issued two statements relating to special purpose acquisition companies (SPACs). Neither statement provided any guidance or interpretation. Both seemed directed...more
Recently, the Securities and Exchange Commission’s Division of Corporation Finance issued a sample comment letter that provides guidance to issuers raising capital and that have volatile securities. ...more
Shortly before the end of his tenure as Chair of the Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change...more
Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to...more
This chart is intended to compare and contrast in summary form some of the considerations for a private company considering merging into an existing public operating company in a reverse merger or entering into a business...more
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with...more
During the annual Practising Law Institute’s SEC Speaks, Commissioner Lee discussed the state of public markets and public offerings. The Commissioner addressed the shift toward continued reliance on the private markets...more
Market volatility is now the norm. Financing “windows” often open and close rather abruptly, and issuers must be prepared to undertake a capital-raising transaction quickly. Often, a PIPE transaction can be executed during...more
CBInsights recently published its report on financial services corporate venture capital (CVC) activity. Globally, financial services CVC groups participated in $7.4 billion of funding in 2018 in 315 deals, with 2019...more
A recent research piece published by UBS Financial Services discusses the significant variations in IPO winners and losers. The report notes that after five years about 60% of all IPOs had negative returns. ...more