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

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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

Since the Jumpstart Our Business Startups (JOBS) Act was enacted in 2012, emerging growth companies (EGCs) have benefited from the opportunity to test the waters with investors and gauge interest in a potential offering. Title I of the JOBS Act amended Section 5 of the Securities Act of 1933 (the Securities Act) in order to

The Securities and Exchange Commission took the long-awaited step of proposing rules for comment that would extend the ability to test the waters beyond emerging growth companies, or EGCs.  This topic, of extending the test the waters communications, had been the subject of proposed legislation in the last session of Congress and had made its