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

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

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

February 25, 2021 Webinar
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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

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

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

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

In this Lexis Practice Advisor® Practice Note, we discuss the Securities and Exchange Commission’s (SEC) proposed rule that would expand the permitted use of “testing-the-waters” communications from emerging growth companies (EGCs) only to all issuers, regardless of size or reporting status. Proposed by the SEC on February 19, 2019, Rule 163B under the Securities