Brian Hirshberg

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The IPO market was reinvigorated in 2021, breaking prior records. In aggregate, in 2021, there were 407 IPOs, which raised $139.3 billion in proceeds.  As companies stay private longer, market capitalization of public companies at IPO continues to rise.  The median market capitalization for an IPO issuer in 2021 was $928.1 million, with a median…

On August 26, 2021, the US Securities and Exchange Commission (“SEC”) approved an amendment to Rule 314 of the NYSE Listed Company Manual in connection with the review and approval of related party transactions.  As we previously blogged, earlier this year the NYSE amended certain of its shareholder approval rules, including those relating to…

On May 19, 2021, the Securities and Exchange Commission (“SEC”) approved proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) that allow companies to list in connection with a concurrent primary offering.  The approved rule allows a company that has not previously had its equity securities registered under the Securities Exchange Act of…

On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules.  The NYSE proposed the changes because the prior requirements made it unnecessarily difficult for listed companies to raise necessary capital in private placement…

Recently, the US Securities and Exchange Commission (“SEC”) adopted amendments to the definition of accredited investor (“AI”) and amendments to the definition of Qualified Institutional Buyer (“QIB”).  Our updated investor status chart now reflects these definitions.  In addition, below you will find links to an accredited investor and QIB questionnaire, which may be useful in…

On February 22, 2021, Nasdaq amended the rule changes it initially proposed in September 2020 that would permit an issuer to conduct a concurrent primary offering of its securities and a direct listing on Nasdaq.  In December 2020, the US  Securities and Exchange Commission approved amendments to the New York Stock Exchange (“NYSE”) rules allowing…

On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with those of Nasdaq.  Last year, the NYSE temporarily waived certain requirements under Section 312 in order to provide listed companies with…

Shortly before the end of his tenure as Chair of the US Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change modifying the NYSE’s rules in order to permit, as described in this Legal Update, primary issuances in…

On December 22, 2020, the Securities and Exchange Commission (the “SEC”) approved the proposal submitted by the New York Stock Exchange (“NYSE”) that allows companies to conduct concurrent primary offerings as part of a direct listing on the exchange.  The NYSE’s proposal had been put on hold since August, following the SEC’s receipt of a…

Our latest On point. focuses on real estate investment trusts (“REITs”).  Established in 1960, REITs were designed to democratize real estate investing by providing retail investors with the opportunity to obtain passive gains from large-scale, income-producing real estate and mortgage portfolios.  REITs typically receive preferential tax treatment in the form of no entity-level tax and…