A compendium of our What’s the Deal? series, providing brief overviews of popular financing methodologies and securities issues and practice pointers, is now available for download here.
Traditional IPO vs. Merging with a SPAC
This chart is intended to compare and contrast, in summary form, various components of a traditional initial public offering versus merging with a special purpose acquisition company (“SPAC”).
Corporate Finance and the Securities Laws
A NOTE FROM THE AUTHOR
This blog generally reports on securities and capital markets developments and stays away from opinion and personal commentary. But, I am making an exception for an exceptional reason. When I began practicing, the managing partner of my then firm, who became and remains my mentor, gifted me a copy of
A Deep Dive Into Capital Raising Alternatives: IFLR’s New Book and Free Webinars
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
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
2021 Proxy and Annual Report Season: Time to Prepare
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 Guidance on Amended Corporate Financing Rule 5110
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.
SEC Amends Requirements for Statistical Disclosures for Bank and Savings and Loan Registrants, Formerly Guide 3
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
What’s the Deal? – 10b5-1 Plans
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
What’s the Deal? – Shelf Registration Statements and Shelf Takedowns
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