The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures. These rules had first been proposed in March 2022. In his opening remarks, SEC Chair Gensler noted that the...more
In a 2-1 opinion issued on February 14, 2024, an Eleventh Circuit panel partially reversed a lower court ruling that would have barred a defendant from participating in future penny-stock offerings. The majority found it was...more
The term “accredited investor” is frequently heard in the field of financial investing. But many investors lack an in-depth understanding of the implications of accredited investor status or how it is acquired, especially...more
In his famous 2018 speech, William Hinman, Digital Asset Transactions: When Howey Met Gary (Plastic), the Director of the U.S. Securities and Exchange Commission (“SEC”), asked...more
The consumer and retail industry has experienced a rapid growth in the use of new technologies, as both online businesses and brick-and-mortar sellers converge into multi-channel players and compete for customers and for...more
This Top 10 practice tips provides practical guidance for counsel working on a registered direct offering (RDO). An RDO is a public offering of securities sold on a best efforts basis by a placement agent engaged by an issuer...more
I - INTRODUCTION TO THE LEGAL AND REGULATORY FRAMEWORK - Canada currently has no comprehensive framework governing the regulation of digital assets. Securities regulation has emerged as the main regulatory instrument in...more
The US Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee (the “Committee”) released the agenda for its virtual meeting, to be held on Tuesday, August 2, 2022, and which plans to...more
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
In recent years, there has been a proliferation of exempt offering alternatives. In advising clients regarding which exempt offering alternative may best meet their objectives, we often suggest that they consider, among other...more
This practice note discusses recent market trends regarding registered direct offerings. It begins by discussing the advantages these offerings provide to issuers and continues with a review of current deal structure and...more
On 6 July 2021, the Hong Kong Exchanges and Clearing Limited (the “HKEx”) published its conclusions in response to its concept paper on the introduction of a new IPO settlement platform – Fast Interface for New Issuance...more
Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more
Financial institutions M&A sector trends: fintech — H1 2021 and outlook for H2 2021 - E-commerce and online financial services experienced exponential growth during the COVID-19 pandemic. The significance of digital...more
Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when...more
Welcome to Conyers’ 2021 Norway Practice Bulletin. Our annual publication underscores the importance of the Norwegian market to our Bermuda corporate practice. The 12 months since our last issue have been very different,...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
On November 2, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to its rules under the Securities Act (the “Securities Act”) in an effort to harmonize, simplify and modernize the exempt...more
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to amend its rules to harmonize, simplify, and improve the exempt offering framework. The SEC believes that these amendments will promote capital...more
The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more
On November 2, 2020, the U.S. Securities and Exchange Commission (the SEC), by a 3 – 2 vote, amended certain rules under the Securities Act of 1933 (the Securities Act) in order to harmonize, simplify, and modernize the...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
When investors survey the digital health sector today, they see nearly every number trending upward. There is more deal volume than VCs have seen in past years, with the third quarter of 2020 outpacing anything they’ve...more
Right about now, many business owners are asking themselves – what’s next? How can I sustain my business? Where can I obtain additional financing? What if I need quick access to capital? Am I out of options?...more
On May 4, 2020, the SEC adopted temporary final rules, in light of the effects of the COVID-19 pandemic, that eased Regulation Crowdfunding requirements in order to make it easier for small businesses to raise money through...more