As the US capital markets are among the most liquid in the world, many foreign companies opt to go public in the United States. However, becoming a public company in the United States can be expensive and time-consuming. Registering as a foreign private issuer (“FPI”) allows foreign companies to access the US capital markets while

This practice note includes 10 practice tips that may help you, as counsel to a public company or a repurchase agent, in implementing a stock repurchase program on behalf of your client. A stock repurchase program enables a company to buy back a certain number of its outstanding securities. In recent years, the repurchase activity

This practice note provides key practice tips for advising a client considering a liability management transaction. Given recurring periods of market volatility, issuers in a wide range of industry sectors from time to time evaluate potential liability management transactions, including debt repurchases, tender or exchange offers, and consent solicitations. Liability management transactions allow an issuer

In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting agreement with the issuer of the securities and any selling stockholders. The underwriting agreement sets forth the terms and conditions pursuant to which the underwriters will purchase the offered securities and distribute them to the public. Both the

On March 30, 2022, the SEC announced proposed rules regarding SPACs and the use of projections. The proposed rules would require expanded disclosures regarding SPAC sponsors, conflicts of interest and dilution and require additional disclosures in de-SPAC transactions, including with respect to the fairness of the transaction to the SPAC’s investors. The target company in

The environment for de-SPAC transactions has changed dramatically from just a year ago.  Redemptions by SPAC shareholders have risen substantially, SPAC PIPE investors have been less willing to hold illiquid securities and regulatory impediments have complicated transaction execution.  As a result, structuring a successful de-SPAC transaction requires increased willingness to adapt and be creative.  In

As we start the new year, over 116 IPOs remain in the queue, predominantly from issuers in the biotech, life sciences, and technology sectors. One of the most important steps in completing an IPO is publicly filing the registration statement, marking the commencement of the post-filing period.

In this What’s the Deal? guide, we

The COVID-19 pandemic had a significant impact on the IPO process.  Testing-the-waters meetings had consistently increased in number in recent years, which resulted in shorter IPO roadshows even pre-pandemic.  Roadshows continued to be compressed during the transition to virtual roadshows, a format which many institutional investors have become accustomed to now as a result of

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