News & Analysis as of

Form S-1 Registration Statement Form S-3

Vedder Price

SEC Adopts Significant Form and Rule Amendments for the Registration of RILAs and MVAs

Vedder Price on

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

Ward and Smith, P.A.

Availability and Benefits of Shelf Offerings for Public Issuers

Ward and Smith, P.A. on

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

Bass, Berry & Sims PLC

How to Avoid Running a PIPE into Section 5 Problems: A Recent SEC Comment Letter Example

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

Goodwin

SEC Amends Forms and Rules for JOBS Act, Adopts Indexed EGC Definition

Goodwin on

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

Proskauer Rose LLP

SEC Staff Issues Guidance Affecting the Registration of Securities for Resale on Form S-3

Proskauer Rose LLP on

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

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