A registered direct offering (RDO) is a public offering of securities that is sold on a best efforts basis by a placement agent that is engaged by the issuer to introduce the issuer to potential purchasers. An RDO is generally targeted to a select number of accredited and institutional investors, although it may be sold
Top 10 Practice Tips: Comfort Letters
A comfort letter is a letter delivered by an issuer’s independent accountants to the underwriters or initial purchasers that provides certain assurances with respect to financial information included in a registration statement, prospectus or offering memorandum used for a securities offering. Underwriting agreements and purchase agreements typically require the delivery of one or more comfort
Top 10 Practice Tips: 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. The lock-up agreements provide the underwriters or placement agents with some assurance that new issuer securities will not be
On point. – Pre-Funded Warrants
A pre-funded warrant allows its holder to purchase the issuer’s securities at a nominal exercise price (typically, $0.01 per share). Instead of waiting to receive proceeds following a warrant’s exercise, the issuer receives substantially all of the warrant’s proceeds upfront (without any conditions) as part of the warrant’s purchase price. In our recently published On
Lexis Practice Advisor Practice Note – IPOs, Follow-On Offerings, Road Shows, and Earnings Guidance: FAQs on Publicity, Communications, and Offers
In this Lexis Practice Advisor® Practice Note, we provide answers to questions frequently asked by securities lawyers and their clients regarding the federal securities laws applicable to communications and publicity matters involving companies conducting initial public offerings (IPOs) and other securities offerings under the Securities Act of 1933, as amended (Securities Act).
Specifically, this
Lexis Practice Advisor Practice Note – U.S. Tariff Policies
Since January 2018, the present U.S. administration has imposed a series of tariff policies (U.S. Tariff Policies) that potentially have a wide range of consequences. In this Lexis Practice Advisor® Practice Note, partner Anna Pinedo and associates Martin Estrada and Gonzalo Go discuss disclosure trends related to U.S. Tariff Policies.
New Publication: Structuring Liability Management Transactions
Structuring a transaction that addresses an issuer’s capital structure, including its debt obligations, financial and other covenant limitations, and debt maturity profile, involves compromise in some cases. An appropriate liability management transaction that considers the issuer’s objectives and also provides sufficient incentives for existing security holders can be a delicate balancing exercise.
The topic is
Market Trends 2017/18: Cybersecurity Related Disclosures
Staff Attorneys Mingli Wu and Hanwen Zhang examine representative cybersecurity disclosures in a recently published Lexis Practice Advisor® Practice Note.
Market Trends 2017/18: IPO Prospectuses – Avoiding and Responding to Common SEC Comments
Partner Anna Pinedo and associate Ali Perry examine some of the issues most commonly raised in initial Securities and Exchange Commission comment letters on registration statements filed for initial public offerings in a recently published Lexis Practice Advisor® Practice Note.
On point. – Contractual Standards: Distinctions without a Difference?
Counsel Brian Hirshberg and Associate Alex Speyer discuss the degree of effort that a party is expected to undertake in order to carry out customary contractual obligations in a recently published On point.