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
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
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as
FINRA recently posted Frequently Asked Questions (FAQ) about amended Rule 5110, which address filing requirements; shelf offerings; definitions; and fees and compensation to foreign affiliates. The FAQs may be accessed here.
On September 11, 2020, the U.S. SEC adopted amendments to the requirements for statistical disclosures that bank and savings and loan registrants provide to investors. The rules rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3); codify certain Guide 3 disclosures into a new Subpart 1400 of Regulation S-K; eliminate other Guide
A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended. Any person or entity executing pre‐planned transactions pursuant to a Rule 10b5‐1 plan that was established in good faith at a time when that person or entity was
Maybe still the single best measure ever adopted in order to facilitate capital formation, the shelf registration statement provides an issuer with the most flexibility to take advantage of windows of opportunity and to access the capital markets quickly and efficiently. We discuss eligibility to use a shelf registration statement, the shelf registration process, and
This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating 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
This First Analysis article discusses the amendments adopted by the U.S. Securities and Exchange Commission on May 21, 2020 in connection with financial statement disclosures on business acquisitions and dispositions as required by Regulation S-X’s (17 C.F.R. §§ 210.1-01 – 12-29) Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)), Rule
The staff of the Securities and Exchange Commission’s Division of Corporation Finance issues comment letters relating to registration statements and periodic report filings. This note examines the issues raised in SEC staff comment letters for IPOs relating to the valuation of equity awards issued to employees at a value that may be considered less than