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

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

Thursday, October 22, 2020
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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

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

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

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

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

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