On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt offerings under Regulation D Rule 506 and the definition of accredited investor. The following provides a brief summary of discussions at the
REIT External Managers Avoid Clawback Policy Requirement
On June 9, 2023, the Securities and Exchange Commission approved the clawback listing standards proposed by the New York Stock Exchange and The Nasdaq Stock Market, each as required by SEC Rule 10D-1. Listed companies have until December 1, 2023 to adopt and implement a compliant clawback policy. The policy must apply to any individual
SEC Investor Advisory Committee to Meet and Consider Various Private Placement Related Topics
The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s rulemaking agenda for this fall.
For example, the Committee will host a panel discussion regarding Rule 506 offerings. The agenda notes
Business Development Companies: Facts & Stats
In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has significantly increased. Within this growing sector, private and non-traded business development companies (“BDCs”) have outperformed other non-bank lenders in many respects. Since 2020, assets under management by private and non-traded BDCs has increased from approximately $34 billion to approximately $118 billion
Top 10 Practice Tips: PIPE Transactions by SPACs
This practice note discusses 10 practice points that can help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a private investment in public equity (PIPE) transaction alongside a SPAC business combination transaction. A SPAC is a public shell company that uses proceeds from its initial public offering (IPO)
MB Microtalk: Changes to Direct Listing Rules
In this MB Microtalk video, Mayer Brown partner, Brian Hirshberg, discusses the recent amendments to each of the NYSE and the Nasdaq direct listing rules, which are designed to increase pricing flexibility and allow direct listings to be a more viable alternative for companies going forward.
Visit our MB Microtalk page for more topics
NYSE Receives Approval for Rule Change Providing More Flexibility for Direct Listings with Capital Raise
On December 15, 2022, the New York Stock Exchange (“NYSE”) received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of company shares in the opening auction on the first day of trading on the NYSE. The approval and related conditions are consistent
Nasdaq Receives Approval for Rule Change Providing More Flexibility for Direct Listings with Capital Raise
On December 2, 2022, Nasdaq received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of the company shares in the opening auction on the first day of trading on Nasdaq.
Prior to the rule change, in order for a company to sell
Top Tips for Drafting and Negotiating an Underwriting Agreement
In this brief Practical Guidance video, Mayer Brown partner, Brian Hirshberg, offers practice pointers for drafting and negotiating an underwriting agreement. Watch the full video.
To learn more, also see the Practical Guidance piece, Top 10 Practice Tips: Negotiating an Underwriting Agreement.
Offerings and Communication Reforms for BDCs and Closed-end Funds
This article discusses the amendments adopted by the US 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 communications safe harbors available to business development companies (“BDCs”) and closed-end funds (“CEFs”), including interval funds but excluding open-end funds, exchange-traded