News & Analysis as of

Shareholders Initial Public Offering (IPO)

Morrison & Foerster LLP

Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of...more

Woodruff Sawyer

Incorporating in Cayman

Woodruff Sawyer on

At the SPAC conference in June, much conversation centered on new SPAC teams moving away from Delaware to incorporate in the Cayman Islands. As my readers and listeners know, this strategy shift is not surprising. Factors...more

Dickinson Wright

Delaware Corporate Law to Follow Canadian Corporate Law

Dickinson Wright on

Corporate lawyers in Canada tend to follow decisions of the Delaware Courts involving corporate governance and shareholder matters, as decisions of the Delaware Courts are often a bellwether as to how certain aspects of...more

Procopio, Cory, Hargreaves & Savitch LLP

What Legal Trends are Impacting MicroCap Issuers in 2024?

The legal and regulatory landscape for MicroCap investing is ever-evolving, including challenges involving compliance with the rules of the U.S. Securities and Exchange Commission (SEC) and securities exchanges including...more

Bennett Jones LLP

TSX Venture Exchange Launches "Sandbox" Initiative for Novel Listing Proposals

Bennett Jones LLP on

On May 13, 2024, the TSX Venture Exchange (TSXV) announced the launch of its "Sandbox" initiative that will aim to provide a formal and transparent forum for the TSXV to consider listing proposals from issuers that do not...more

Cooley LLP

Nasdaq proposes rule changes related to phase-ins and cure periods

Cooley LLP on

Nasdaq has proposed to modify some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee requirements in connection with IPOs,...more

Procopio, Cory, Hargreaves & Savitch LLP

An Alternative Listing Strategy for U.S. and Canadian Capital Markets

U.S. emerging growth companies face many challenges in today’s dynamic capital market when considering going public. One historic obstacle has been the limited number of national exchanges available, with companies usually...more

White & Case LLP

Changes ahead: London market is ready for reform

White & Case LLP on

Along with other stock exchanges across the world, the London Stock Exchange (LSE) had a challenging 2023, recording only 23 new listings with a total value of less than US$1 billion. This represented a 23 percent...more

McDermott Will & Emery

Dual Track Reboot: Five Key Considerations for Supercharging Your Life Science Company Exit

McDermott Will & Emery on

There have been 44 initial public offerings (IPOs) listed on the US stock markets in 2024 thus far, many of which continue to trade at a premium to their initial offering price, demonstrating the strength and buoyancy of...more

Paul Hastings LLP

Navigating Control Mechanisms in Startups

Paul Hastings LLP on

The question of control is pivotal for startups and their investors. Startup founders naturally desire influence over their company's direction, but when external investors enter the picture, the dynamics of control often...more

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

DarrowEverett LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Wilson Sonsini Goodrich & Rosati

2023 Technology and Life Sciences PIPE and RDO Report

The 2023 Technology and Life Sciences PIPE and RDO Report presents analysis related to 177 private investments in public equity (PIPEs) and registered direct offerings (RDOs) by U.S.-based technology and life sciences...more

Hogan Lovells

Top tips for doing Capital Markets deals in Germany

Hogan Lovells on

A Practice Note setting out top tips from German counsel for doing capital markets deals in Germany. It highlights issues of which lawyers from outside Germany should be aware when doing capital markets work in Germany....more

A&O Shearman

UK Listing Rules reforms: Controlling shareholder regime and dual-class share rights

A&O Shearman on

This is the last publication in a series of Allen & Overy publications on the FCA's Consultation Paper (CP23/31) setting out its detailed proposals for listing rules reforms as part of its Primary Markets Effectiveness...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more

Fishman Haygood LLP

A Brief Look at Direct SPAC Cases

Fishman Haygood LLP on

Special purpose acquisition companies (“SPACs”) have been in the litigation spotlight recently. As SPAC disputes play out in courts nationwide, one especially interesting field of play is in the Delaware Chancery courts where...more

A&O Shearman

The Financing for the Future Act: Reforms for German ECM transactions

A&O Shearman on

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - ...more

Jones Day

Hong Kong Stock Exchange Implements Reforms to Relax IPO "Double Dipping" Restrictions

Jones Day on

The Stock Exchange of Hong Kong Limited ("HKEx") introduced a new exemption allowing existing shareholders and cornerstone investors to subscribe for or purchase further securities in an IPO (i.e., to "double dip") under...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

Vinson & Elkins LLP

Picking Up Slack: The Supreme Court Raises a Compelling Question for Go-Public Deals

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The Supreme Court seldom takes up issues around the federal securities laws. But in June, it handed down an important decision involving Section 11 of the Securities Act. Section 11 imposes strict liability on companies when...more

Foley & Lardner LLP

Will the Downturn in IPOs and Valuations for Venture-Backed Technology Companies Lead to the Demise of Dual-Class Voting...

Foley & Lardner LLP on

History is often written by reference to “before” and “after.”  In this blog, we posit that “before” refers to the “bull market” that ended in January 2022, and “after” refers to everything that – happened, is happening, and...more

Woodruff Sawyer

SPAC Litigation Mid-Year Update: Delaware Opens the Gates

Woodruff Sawyer on

With SPAC IPOs virtually gone but SPAC mergers (aka de-SPACs) continuing at a steady pace since the beginning of the year, the questions around getting a deal done boil down to the following: How and where can companies get...more

King & Spalding

U.S. Supreme Court Unanimously Rules On Standing Requirements For Section 11 Claims In Direct Listings

King & Spalding on

On June 1, 2023, the United States Supreme Court unanimously held that a stockholder bringing claims under Section 11 of the Securities Act of 1933 must plead and prove that they purchased shares traceable to the allegedly...more

Paul Hastings LLP

The Supreme Court Clarifies Who May Sue Under Section 11 of the Securities Act

Paul Hastings LLP on

On June 1, 2023, the Supreme Court issued a unanimous decision in Slack Technologies, LLC v. Pirani, holding that a plaintiff asserting a claim under Section 11 of the Securities Act of 1933 (the “Securities Act”) must plead...more

Goodwin

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on

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

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