News & Analysis as of September 18, 2024

Registration Statement

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

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

2020: The Year of the SPAC

Foley Hoag LLP - Public Companies & the Law on 9/28/2020

2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of...more

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

Skadden, Arps, Slate, Meagher & Flom LLP on 4/6/2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

Northern District Of California Denies In Part Motion To Dismiss Securities Act Claims Against A Medical Technology Company,...

A&O Shearman on 10/29/2019

On October 18, 2019, Judge Edward J. Davila of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative class action asserting claims under...more

Chris Lazarini Examines Putative Class Claims of Misrepresentation in IPO

Bass, Berry & Sims PLC on 10/16/2018

Bass, Berry & Sims attorney Chris Lazarini examined a putative class action case in which the plaintiffs claimed that defendants omitted and concealed material information in the company’s IPO registration statement in...more

New Law Allows for Regulation A+ Offerings by Reporting Companies

Dorsey & Whitney LLP on 6/13/2018

On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...more

Blog: Is The SEC About To Allow All Companies To “Test The Waters”?

Cooley LLP on 2/26/2018

The WSJ is reporting that “people familiar with the matter”—every reporter’s favorite source—say that the SEC is “weighing” expanding “test the waters” beyond just EGCs. You might recall that, in 2012, the JOBS Act allowed...more

SEC Expands Confidential Review of IPO Registration Statements

Kilpatrick on 8/24/2017

The SEC announced earlier this summer (and supplemented that announcement late last week with additional information) that it has expanded the availability of its popular procedure for confidential non-public review of, and...more

SEC Commences Expanded Nonpublic Review of Registration Statements

Dechert LLP on 7/22/2017

The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more

SEC Allows Non-EGCs to Submit Certain Draft Registration Statements for Confidential Review

Baker Donelson on 7/14/2017

Effective July 10, 2017, the Securities and Exchange Commission's Division of Corporation Finance began accepting draft registration statement (DRS) submissions from issuers filing registration statements in connection with...more

SEC Extends to Non-EGCs Process For Nonpublic Review of Registration Statements

Hogan Lovells on 7/12/2017

On June 29, the SEC announced that its Division of Corporation Finance will allow all companies to submit for nonpublic review draft registration statements relating to initial public offerings and other specified...more

SEC Expands Use of Confidential Submissions of Draft Registration Statements

Foley & Lardner LLP on 7/10/2017

The U.S. Securities and Exchange Commission (SEC) recently announced that, beginning on July 10, 2017, the Division of Corporation Finance (the Division) will permit all companies to submit draft registration statements, on a...more

SEC Confidential Submission Procedures Expanded Beyond Emerging Growth Company Issuers Beginning July 10, 2017

Akin Gump Strauss Hauer & Feld LLP on 7/8/2017

Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more

SEC Expands Confidential Submission Process to All IPOs

Bracewell LLP on 7/7/2017

The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

SEC Expands Popular JOBS Act Benefit to All Companies Filing Registration Statements

Ballard Spahr LLP on 7/7/2017

Starting July 10, 2017, all companies filing certain registration statements may take advantage of a popular benefit currently allowed only to Emerging Growth Companies (EGCs) under the Jumpstart Our Business Startups (JOBS)...more

SEC to Permit All Issuers to Submit Confidential Draft Registration Statements

Skadden, Arps, Slate, Meagher & Flom LLP on 7/6/2017

The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more

SEC Expands Nonpublic Draft Registration Statement Processing Procedures

Wilson Sonsini Goodrich & Rosati on 7/5/2017

New Policy Provides Substantial Flexibility for Non-EGC and Foreign Issuers, Direct Listings, and Select Follow-On Transactions - On June 29, 2017, the U.S. Securities and Exchange Commission (SEC) Division of Corporation...more

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Securities Exchange Act › Initial Public Offering (IPO) › Registration Statement

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