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
Top 10 Practice Tips: PIPE Transactions by SPACs
This practice note discusses 10 practice points that can help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a private investment in public equity (PIPE) transaction alongside a SPAC business combination transaction. A SPAC is a public shell company that uses proceeds from its initial public offering (IPO)
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
Going Public in the 2020s
Speaking at a conference at Columbia University as part of the Columbia Law and Business Schools’ Program in the Law and Economics of Capital Markets, Securities and Exchange Commission Commissioner Uyeda shared his views regarding the private markets and some of the challenges facing smaller public companies.
The Commissioner noted the decline in the number
Corporate Finance and the Securities Laws (Sixth Edition): The 2022 Edition
The 2022 update to the Sixth Edition of Corporate Finance and the Securities Laws was recently published by Wolters Kluwer.
The update includes discussions of the recent regulatory approach to digital currencies, the accounting and disclosure consequences of the Russian invasion of the Ukraine and subsequent sanctions, the unexpected SEC staff position regarding Rule 15c2-11
Understanding Structured Debt and Private Convertibles
January 20, 2023 Webinar
12:00 pm – 1:00 pm ET
Register here.
2022 was a year marked by the market’s increasing preference for structured financing alternatives. During this session, panelists Syed Raj Imteaz and Anna Shearer of ICR Capital joined by Mayer Brown’s Anna Pinedo will discuss market trends within the structured debt and
2022 Advocate for Small Business Capital Formation Report Presents Interesting Data on the Capital Markets
The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued on December 16, 2022 its 2022 Annual Report to the U.S. Congress and to the SEC detailing how entrepreneurs, investors, and private and smaller public companies are engaging in capital raising. The Report provides a wealth of data from the
Pocket MBA 2022: Finance for Lawyers and Other Professionals
November 17 -18, 2022 Hybrid Event
Register here
Practising Law Institute (PLI) is hosting its annual Pocket MBA 2022: Finance for Lawyers and Other Professionals program. Pocket MBA is PLI’s hallmark program for attorneys representing clients in the financial industry, but their background training is not primarily in accounting principles and financial concepts. This program
Republicans’ Capital Formation Agenda
At the end of September 2022, Patrick McHenry, the top Republican on the House Financial Services Committee, released the Committee Republicans’ capital formation agenda. The capital formation agenda aims to build on the successes of the JOBS Act in a number of important areas, which are summarized below.
Strengthening Public Markets. The Committee Republicans would
SEC Small Business Capital Formation Advisory Committee Examines the Public Market
The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee held a panel discussion on recent trends in taking a company public during its October 13, 2022 meeting. The panel, “Update on the Going Public Market: A 12-month lookback at the state of play of the IPO market,” began with an equity markets overview