On July 1, 2024, the SEC adopted tailored disclosure requirements and offering processes for non-variable annuity contracts—specifically, for registered index-linked annuities (RILAs) and annuity contracts that offer fixed...more
Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...more
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
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
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
In monitoring SEC comment letters, we came across a SEC comment letter recently made public. While we acknowledge the term “pro forma” is often used by registrants when adjusting their GAAP results to provide additional...more
Initial coin offerings so far have gone through two major phases in their brief lifespan. The initial phase flew under the regulatory radar in an explosion of deals that raised billions of dollars seemingly overnight and...more
The SEC has adopted a number of amendments to its forms and rules to reflect changes that resulted from the JOBS Act. The amendments will affect all public companies, including EGCs, as follows: All Domestic Public...more
The staff of the Securities and Exchange Commission recently issued interpretive guidance relating to the registration of the resale of shares sold to an investor pursuant to a private placement, if the issuer concurrently...more
Corp Fin has issued a new CDI regarding Form S-3 and limited primary offerings under General Instruction I.B.6., that is, “baby shelf” offerings by issuers with public floats below $75 million. As you may recall, Instruction...more
As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more
On January 13th, the SEC issued two interim final rules implementing portions of the Fixing America’s Surface Transportation Act (the FAST Act). These interim final rules...more
The Commission announced that it approved interim final rules implementing two provisions of the FAST Act, adopted in December, that revise financial reporting forms for emerging growth companies and smaller reporting...more
Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more
Earlier this month, fitness-tracking company Fitbit, Inc. filed a Form S-1 Registration Statement for an IPO of up to $100 million that exhaustively disclosed potential cybersecurity risks with respect to the personal data...more