News & Analysis as of

Securities Act of 1933 Initial Public Offering (IPO) Corporate Governance

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
A&O Shearman

Eastern District Of New York Grants In Part And Denies In Part Motion To Dismiss Securities Class Action Against Online Clothing...

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On September 25, 2024, Judge Orelia E. Merchant of the United States District Court for the Eastern District of New York granted in part and denied in part a motion to dismiss a putative securities class action against an...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2024 Edition

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This Summary does not contain all of the information that you will need to successfully complete your global IPO. You really should read this entire guide as well as the other Latham & Watkins publications referred to in this...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

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By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

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On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

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The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Wilson Sonsini Goodrich & Rosati

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more

Latham & Watkins LLP

US IPO Guide - 2021 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Latham & Watkins LLP

The Latham & Watkins Global IPO Guide - 2020 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Latham & Watkins LLP

Delaware Supreme Court Confirms Validity of Federal Forum Selection Bylaws for Securities Act Claims

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The decision is a positive development for Delaware corporations seeking to reduce duplicative state court litigation arising from public securities offerings. On March 18, 2020, the Delaware Supreme Court issued its...more

Vinson & Elkins LLP

Delaware SupremeCourt: Corporations May Use Bylaws To Require Investors To Sue In Federal Court For Securities Act Claims

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In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more

Wilson Sonsini Goodrich & Rosati

Carving Out Some IPO Protections

Thanks to a 2018 decision by the U.S. Supreme Court, the risk of IPO-related securities litigation has never been higher with class actions often brought by plaintiffs in both federal and state courts. With Congress not...more

Latham & Watkins LLP

Evolving Perspectives on Direct Listings after Spotify and Slack

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In a direct listing, a company's outstanding shares are listed on a stock exchange without a primary or secondary underwritten offering. Existing security holders become free to sell shares on the stock exchange at...more

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The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Latham & Watkins LLP

US IPO Guide - 2019 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Latham & Watkins LLP

Latham & Watkins Global IPO Guide - 2019 Edition

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This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Mintz - Securities Litigation Viewpoints

Delaware Chancery Court Holds Corporations Cannot Enact Federal Forum Provisions To Bypass Cyan and Preclude State Courts from...

In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Latham & Watkins LLP

The US IPO Guide - 2018 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2018 Edition

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Initial public offering of: a sizeable number of ordinary shares - Offer price per share: stated in local currency - This is our global initial public offering guide. It will help you navigate the US portion of a global...more

Latham & Watkins LLP

The Good, the Bad and the Offer: Law, Lore and FAQs

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An Updated Look at the World of Offers - It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more

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