On July 31, 2017, S&P Dow Jones Indices (“S&P”) issued a press release announcing a methodology change for multi-class shares following its consultation published on April 3, 2017. The S&P Composite 1500 and its component...more
More on the IPO Market from the SEC Investor Advisory Committee -
The SEC Investor Advisory Committee devoted its June 22, 2017, session to a discussion of the decline in the number of U.S. IPOs. Chair Clayton addressed...more
7/6/2017
/ Audits ,
Capital Markets ,
Financial CHOICE Act ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Investor Advisory Committee ,
Israel ,
Nasdaq ,
NYSE ,
PCAOB ,
SEC Advisory Committee ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
U.S. Treasury
On June 8, 2017, SEC Chief Accountant Wesley Bricker gave a speech titled “Advancing the Role of Credible Financial Reporting in the Capital Markets” at the 36th Annual SEC and Financial Reporting Institute Conference. Mr....more
On June 19, 2017, the NYSE withdrew its proposed rule, originally issued on March 13, 2017, to modify the provisions regarding the qualification of companies listing on the NYSE to allow for a listing without an IPO. Section...more
On June 1, 2017, the Public Company Accounting Oversight Board (PCAOB) adopted a new standard for auditor’s reports that requires a description of “critical audit matters,” for purposes of providing investors with information...more
Reviving the U.S. IPO Market -
A recent study based on work undertaken by the University of Florida found that the median age of companies going public in the United States in 1999 was 5 years. Between 20042016, the...more
6/2/2017
/ Dividends ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Life Sciences ,
NYSE ,
Private Placements ,
Rule 2210 ,
Securities and Exchange Commission (SEC) ,
Social Media ,
Tax Reform ,
Trump Administration
On May 9, 2017, FINRA issued an interpretive letter stating that family offices may be considered investment advisers for purposes of meeting the limited exception of FINRA Rule 5131.02(b). FINRA Rule 5131 addresses abuses in...more
On May 8, 2017, the NYSE MKT issued a proposed rule change to harmonize its periodic reporting requirements with those of the NYSE. Currently, the NYSE MKT provides companies that are late in making required filings with a...more
On March 13, 2017, the NYSE issued a proposed rule to modify the provisions regarding the qualification of companies listing on the NYSE to allow for a listing without an IPO. Section 102.01B of the NYSE Listed Company Manual...more
Momentum Builds in the U.S. IPO Market -
Renaissance Capital reported a strong start to the year in its U.S. IPO Market 1Q 2017 Quarterly Review. The first quarter of 2017 saw 25 IPOs, which raised $9.9 billion, a jump...more
4/18/2017
/ Audits ,
Blockchain ,
Conflict Mineral Rules ,
Enforcement Actions ,
Foreign Issuers ,
ICFR ,
Initial Public Offering (IPO) ,
Israel ,
JOBS Act ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles
On February 28, 2017, the SEC released a white paper analyzing crowdfunded offerings during the first six months following the effective date of Regulation Crowdfunding (May 16, 2016). The white paper noted that crowdfunding...more
Changes Afoot? -
President Trump has issued a number of orders that have as their aim reducing regulatory burdens. For example, there is the January 30, 2017 “two for one” order, which contemplates that, for each new rule...more
3/10/2017
/ Acquisitions ,
Corporate Governance ,
Disclosure ,
EU ,
FATCA ,
Hyperlink ,
IFRS ,
Intrastate Offerings ,
Non-GAAP Financial Measures ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Trump Administration ,
XBRL Filing Requirements
On March 1, 2017, the Securities and Exchange Commission (the “Commission”) proposed the use of the Inline XBRL (eXtensible Business Reporting Language) format for the submission of operating company financial statement...more
Looking Ahead...
We write this as a new administration looks to make its mark with an agenda that was premised on promoting capital formation by easing regulatory burdens. Once a new chair of the Securities and Exchange...more
On January 10, 2017, the House of Representatives passed H.R. 79, the “Helping Angels Lead Our Startups Act” (the “HALOS Act”). The HALOS Act was originally passed by the House of Representatives as H.R. 4498 on April 27,...more
THE EMERGING GROWTH COMPANY -
The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more
On December 7, 2016, the SEC released a white paper on Regulation A+ offerings titled “Regulation A+: What Do We Know So Far?” The white paper analyzes Regulation A+ offerings conducted from the effective date of Regulation...more
On December 7, 2016, the North American Securities Administrators Association (“NASAA”) proposed a model rule, a model statutory amendment and a Solicitation of Interest Form permitting testing the waters in Tier 1 Regulation...more
On November 23, 2016, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) released its “Report on Modernization and Simplification of Regulation S-K” (the “Report”). Although the Report is part of...more
On October 26, 2016, the SEC adopted final rules (1) amending Rule 147 and Rule 504 under the Securities Act of 1933, as amended (the “Securities Act”), (2) establishing a new Securities Act exemption designated Rule 147A,...more
On November 17, 2016, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued four new compliance and disclosure interpretations (“C&DIs”) addressing aspects of offerings under Regulation A and Regulation...more
On November 9, 2016, the SEC’s Division of Corporation Finance issued revised Question 240.11 and new Questions 240.15 and 240.16 of its Compliance and Disclosure Interpretations (the “C&DIs”), pertaining to Securities Act...more
The use of liability management transactions in the wake of the financial crisis, along with two important court cases (i.e., Marblegate and Caesars Entertainment Corp.), has brought a renewed focus on the obligations of...more
New FINRA Rule 2241 covering equity research reports and analysts and new FINRA Rule 2242 covering debt research reports took effect less than a year ago in December 2015 and July 2016, respectively; and market practice with...more
On November 1, 2016, the SEC issued a no-action letter with respect to the required Rule 144 holding period after the exchange of partnership interests in an umbrella operating partnership (OP units) into shares of its parent...more