In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. According to a report from the Loan Syndications and Trading Association (LSTA) detailing...more
On March 20, 2025, the Financial Industry Regulatory Authority (FINRA) proposed amendments to its rules imposing restrictions on the purchase and sale of equity securities offered in initial public offerings (IPOs) (Rule...more
On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e.,...more
3/17/2025
/ Acquisitions ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Mergers ,
Private Equity ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more
3/7/2025
/ Capital Markets ,
Compliance ,
Disclosure Requirements ,
Filing Requirements ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Here’s the deal:
A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
1/7/2025
/ 10b5-1 Plans ,
Capital Markets ,
Compliance ,
Corporate Governance ,
Insider Trading ,
MNPI ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On December 20, 2024, FINRA requested public comment on its proposed rule changes to Rules 5110 (Underwriting Terms and Arrangements), 5121 (Public Offerings of Securities With Conflicts of Interest) and 5123 (Private...more
REIT capital raising in 2024 has surpassed 2023 and 2022 levels after having undergone a substantial decline after the COVID pandemic. According to the National Real Estate Investment Trust Association (Nareit), US REITs...more
As part of a panel discussion at the Practising Law Institute’s 2024 SEC Speaks Conference held on April 2, 2024, the Director of the SEC’s Division of Corporation Finance, Erik Gerding, highlighted several risks and...more
On June 21, 2024, The Nasdaq Stock Exchange (“Nasdaq”) filed a proposed rule change with the Securities and Exchange Commission to modify the application of the bid price compliance period as a result of which a company takes...more
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more
3/11/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special...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
The Securities and Exchange Commission (the “SEC”) announced as part of its agenda for its January 24, 2024 open meeting that it will consider whether to adopt new rules and amendments to disclosures in initial public...more
1/18/2024
/ Capital Markets ,
Capital Raising ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Market Participants ,
Proposed Amendments ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...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
On June 9, 2023, the Securities and Exchange Commission approved the clawback listing standards proposed by the New York Stock Exchange and The Nasdaq Stock Market, each as required by SEC Rule 10D-1. Listed companies have...more
The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s...more
In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank...more
This practice note discusses 10 practice points that can help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a private investment in public equity (PIPE) transaction alongside...more
On December 15, 2022, the New York Stock Exchange (“NYSE”) received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales...more
On December 2, 2022, Nasdaq received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of the company shares in the...more
12/8/2022
/ Capital Markets ,
Capital Raising ,
Direct Listing ,
Listing Standards ,
Nasdaq ,
Regulatory Agenda ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Share Price
This article discusses the amendments adopted by the Securities and Exchange Commission (SEC) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (Securities Act), and the...more
6/29/2022
/ BDC ,
Business Development Companies ,
Close-Ended Funds ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Investment ,
Investment Funds ,
Offerings ,
Regulatory Agenda ,
Rulemaking Process ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Shelf Registration ,
Small Business Credit Availability Act (SBCAA) ,
WKSIs
Here’s the Deal:
A foreign private issuer (“FPI”) is generally any foreign issuer (other than a foreign government) incorporated or organized under the laws of a jurisdiction outside of the United States that meets...more
On March 30, 2022, the SEC announced proposed rules regarding SPACs and the use of projections. The proposed rules would require expanded disclosures regarding SPAC sponsors, conflicts of interest and dilution and require...more
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