Securities Exchange Act, Initial Public Offering (IPO)

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

Morrison & Foerster LLP on 7/2/2024

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more

T+1 Settlement — Revisiting Ongoing ATM Programs

Vinson & Elkins LLP on 6/27/2024

On May 28, 2024, the standard settlement cycle for most broker-dealer transactions was shortened from a two business day settlement period (T+2) to one business day (T+1). Under the T+1 settlement cycle, most securities...more

Top 5 SEC Enforcement Developments for January 2024

Morrison & Foerster LLP on 2/27/2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s approval of spot bitcoin ETPs; - •SEC charges...more

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 12/5/2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

Smackdown in SPAC Town: SEC Penalizes Pair of Auditors and PCAOB Tags In

Holland & Knight LLP on 9/28/2023

The SEC did not take time off for the summer when it comes to enforcement activity involving auditors of special purpose acquisition companies (known as SPACs and addressed by us previously). While others may have been...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on 5/26/2023

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

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

Latham & Watkins LLP on 9/7/2022

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

Securities Class Action Trends for Life Sciences, 2021: REPORT

Woodruff Sawyer on 5/11/2022

Insights Priya Cherian Huskins, Esq.Senior Vice President, Management LiabilityEditor, Management Liability/D&O May 10, 2022 /Management Liability/D&O While the life sciences sector has experienced a slowdown in IPO activity...more

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on 5/6/2022

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

Morrison & Foerster LLP on 4/11/2022

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Delaware Chancery Court Refuses to Stay SPAC Class Action, Highlighting the Court’s Interest in SPAC Issues—and the Risk of...

Seyfarth Shaw LLP on 3/29/2022

On March 7, 2022, the Delaware Chancery Court denied a motion to stay a putative class action pending the resolution of a federal securities class action, notwithstanding that the federal action was first-filed and concerned...more

Choppy Market for SPACs and PIPEs, Competition for Targets Spurs Deal Innovations

Skadden, Arps, Slate, Meagher & Flom LLP on 2/4/2022

Takeaways - While the SPAC IPO and PIPE markets were challenging in 2021, the enormous amounts of capital already raised should drive merger activity in 2022. As more shareholders choose to redeem shares and potential...more

New Fee Table Rule Change Reminder

Foley Hoag LLP - Public Companies & the Law on 2/3/2022

Don’t forget that new SEC rules went into effect on January 31, 2022 to modernize filing fee disclosure and payment methods for securities transactions...more

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

Wilson Sonsini Goodrich & Rosati on 9/23/2021

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

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on 9/10/2021

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

US IPO Guide - 2021 Edition

Latham & Watkins LLP on 7/2/2021

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

Financial Daily Dose 6.30.2021 | Top Story: Ride-Hailing Giant Didi Global to Make Public Debut

Robins Kaplan LLP on 6/30/2021

Chinese ride-hailing powerhouse Didi Global priced its forthcoming IPO at $14/share on Tuesday, “setting the stage for the company to begin trading” later today—a scant three days after it launched its investor pitch...more

SPACs Stand or Fall on Their Disclosures

Hicks Johnson on 5/26/2021

The special purpose acquisition company (SPAC) boom has hit a major roadblock in the form of faulty disclosures. The recent deluge of SPAC litigation has mainly focused on these disclosures—specifically, disclosures made...more

Underperforming SPAC Still Subject to Federal Claims in Securities Class Action

Proskauer - Corporate Defense and Disputes on 5/17/2021

If 2020 was the “Year of the SPAC,” 2021 may be turning into the year of the SPAC class action. We have already followed numerous cases where recently formed SPACs have been challenged in federal court for alleged violations...more

2020 Year In Review Securities Litigation Against Technology Companies

Goodwin on 4/28/2021

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were...more

The Latham Global IPO Guide - 2021 Edition

Latham & Watkins LLP on 4/19/2021

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

SEC Speaks Out on SPACs

Perkins Coie on 4/13/2021

When a significant volume of capital is raised from investors through nontraditional capital markets transactions, the U.S. Securities and Exchange Commission (SEC) is sure to follow with increased scrutiny. The SEC made that...more

SEC’s New Guidance on Liability Risks Likens SPACs to IPOs

Fenwick & West LLP on 4/12/2021

John Coates, Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), issued a public statement providing insight into the SEC’s views on the application of federal...more

Surge in SPAC-Related Mergers Leads to Litigation and Regulatory Risks

McDermott Will & Emery on 4/6/2021

Not far behind the dramatic increase in the use of special purpose acquisition companies (SPACs) is a corresponding increase in the number of shareholder lawsuits and increased activity at the US Securities and Exchange...more

Securities Exchange Act › Initial Public Offering (IPO)

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