On March 5, 2024, the House will consider capital formation related legislation, H.R. 2799. This was originally introduced in April 2023 and reported out in July 2023. It is comprised of 19 separate bills. The House Financial Services Committee heard testimony on these bills in 2023, access my testimony on several of these bills.
EGCs
IPO Prospectuses: Avoiding and Responding to Common SEC Components
This practice note examines some of the common issues and comments that the U.S. Securities and Exchange Commission (SEC) staff may raise in its review of registration statements filed for initial public offerings (IPOs). The note provides guidance on how to prepare the prospectus and respond to SEC staff comments, with a focus on topics…
House Passes Eleven Bills Enabling Capital Formation
In early June, the US House of Representatives passed two sets of bills focused on promoting capital formation. The bipartisan effort included bills that amend the accredited investor definition in order to increase the diversity of investors participating in the private markets. In addition, as the IPO market continues to suffer, the packages include bills that would…
SEC Adopts JOBS Act Inflation Adjustments
On September 9, 2022, the Securities and Exchange Commission announced amendments to its rules in order to implement inflation adjustments mandated by the JOBS Act. The SEC’s amendments increase the annual gross revenue threshold for emerging growth companies and raise certain dollar amounts contained in Regulation Crowdfunding. Pursuant to the JOBS Act, the SEC is…
The Jobs Act Did Not Raise IPO Underpricing
In their study and accompanying paper, “The Jobs Act Did Not Raise IPO Underpricing” Omri Even-Tov, Panos N. Patatoukas and Young S. Yoon, review the effects of the JOBS Act on emerging growth company (EGCs) IPOs. The JOBS Act was signed into law in 2012, now ten years ago, and, among other things…
De-SPACing—Accounting and Securities Law Considerations
February 25, 2021 Webinar
1:00 p.m. – 2:00 p.m. EST
Register here.
A SPAC’s initial business combination is often referred to as a de-SPACing transaction. While this is generally a merger, this is not your typical public company merger. A target company’s management and advisors will need to plan ahead and prepare the disclosures…
A Deep Dive Into Capital Raising Alternatives: IFLR’s New Book and Free Webinars
In the International Financial Law Review’s latest publication, A Deep Dive Into Capital Raising Alternatives, Mayer Brown provides context on the changes in market structure and market dynamics that led to the enactment of the JOBS Act. Specifically, the trend for many private companies to remain private longer, defer or dispense with traditional…
SEC Small Entity Compliance Guide on Testing the Waters
The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule 163B. Under the new rule, any issuer, or person authorized to act on behalf of the issuer (including an underwriter), may engage in…
EGC IPOs and IPO Registration Statement Trends in 2019
IPOs in 2019 have raised more capital across a smaller number of deals, as we have previously blogged. EY’s recent Trends in US IPO Registration Statements report notes that the US Securities and Exchange Commission (“SEC”) has prioritized increasing access to the public capital markets in an environment where more companies are staying private longer.…
Legal Update: Testing the Waters for All – New Rule 163B Expands TTW to All Issuers
On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act). The new rule allows any issuer, or any person acting on the issuer’s behalf, to engage in test…