As SPACs continue to barrel through 2020 at top speed, SEC has taken notice and we’ve already seen a number of remarks focusing on sufficient disclosure from Chair Clayton and Commissioner Lee. One area that does not seem to be getting full level of disclosure is the pricing of directors and officers (D&O) insurance
SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th
Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system.
This most recent edition includes updates for foreign private issuers, and the financial intermediaries that work with foreign private issuers, in connection with public offerings and exempt offerings.
The portfolio has been updated
SEC Speaks: Promoting Growth in the Public Markets
During the annual Practising Law Institute’s SEC Speaks, Commissioner Lee discussed the state of public markets and public offerings. The Commissioner addressed the shift toward continued reliance on the private markets rather than the public markets for capital raising, as well as the decline in the number of IPOs. While the Commissioner noted that many
Webinar: An IPO Alternative: Life Sciences Reverse Mergers
Thursday, October 22, 2020
1:00pm – 2:00pm EDT
Register here.
Many companies are seeking alternatives to the traditional IPO, and considering merging into a SPAC, or a reverse merger. For life sciences companies, reverse merger transactions have become a popular alternative approach to going public. Merging into a public life sciences company that has
IPO Underpricing & Behavioral Theories
In a law journal note titled “The Seller’s Curse and the Underwriter’s Pricing Pivot: A Behavioral Theory of IPO Pricing,” author Patrick Corrigan considers various theories advanced to explain IPO underpricing. Given that so many venture and private equity investors are finding alternatives to the traditional IPO model, whether through direct listings or
Are You Covered? Insurance Options for SPACs
SPACs continue to be the hot topic of the day. Over a course of what seems like a few months they have catapulted from being a questionable fringe financial vehicle to the most talked-about, fashionable fundraising and investment alternative to IPOs. Much has been written about their structure, their positives and their negatives, and, of
Top 10 Practice Tips: Negotiating an Underwriting Agreement
Lexis Practice Advisor
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
SEC Staff Guidance on SPACs
Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners have encountered difficulties in navigating a number of the applicable rules. One of the most important concerns for both
Market Trends 2019/20: Lock-Up Agreements
This practice note discusses recent market trends regarding lock-up agreements, which are usually negotiated between the underwriters or placement agents and the issuer and its directors, officers, and control persons in connection with offerings of securities.
Read the full article here.
Top 10 Practice Tips: Lock-Up Agreements
This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and other stockholders. The