- An Overview of Reg M
- Revisiting Areas of Concern
Leveling the Shelf: The SEC’s Proposal on Registered Offering Reform
On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in…
Nasdaq Proposes Higher Initial Listing Requirements for SPACs
By Ali Perry & Brian Hirshberg on
On April 22, 2026, the Securities and Exchange Commission (“SEC”) filed notice soliciting comments in connection with proposed rules filed April 15, 2026 (SR-NASDAQ-2026-033) by The Nasdaq Stock Market LLC (“Nasdaq”) to raise certain initial listing requirements for special acquisition companies (“SPACs”). The principal change is to raise the size thresholds for initial listing under…
SEC Approves Nasdaq Proposal to Amend Initial Listing Requirements for de-SPAC Transactions
By Ronald Distante on
On December 8, 2025, the Securities and Exchange Commission (“SEC”) approved proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) that exempt certain over-the-counter (“OTC”)-traded SPACs from the reverse merger rule and minimum average daily trading volume requirements. Citing a recent increase in the number of SPACs that were listed at the time…
Staying on Message: Practical Strategies to Navigate Pre-IPO and De-SPAC Communications
By Brian Hirshberg & Ali Perry on
Webinar | September 10, 2025
1:00 a.m. – 2:00 p.m. EDT
Register here.
Join Solebury and Mayer Brown for a webinar on legal, regulatory, and strategic issues arising in connection with offering related communications, especially in connection with an IPO or a de-SPAC transaction. Panelists will offer practical guidance for remaining compliant with securities…
New Corp Fin CDIs on Clawbacks and De-SPAC Co-Registrants
By Jennifer Zepralka & Liz Walsh on
On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs by the Division in the last few months. Six new Exchange Act Forms CDIs relate to the clawbacks-related checkboxes on the cover…
SEC Updates Guidance on the Use of Lock-Up Agreements in Rule 145(a) Transactions
By Andrew Noreuil, Brian Hirshberg & Emily Bloom on
On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e., certain mergers, consolidations, reclassifications of securities and acquisitions of assets). Prior to the SEC’s update, if a person entering…
SEC Expands Accommodations for Issuers Submitting Draft Registration Statements
- expand the availability of the SEC’s confidential review process for
Additional SEC Staff Accommodations for Confidential Submissions of Registration Statements
By Anna T. Pinedo on
- the nonpublic review process will be available for the initial registration of a class of securities under
Capital Markets in the United States: Regulatory Overview
Posted in Debt Offerings, EGCs, Follow-ons, Foreign Private Issuers, High Yield Bonds, IPOs, Public Companies, Resources, SPACs, Tax
In Thomson Reuters’ Practical Law latest Q&A, Mayer Brown Capital Markets and Tax team provides a high-level overview of the main equity and debt markets/exchanges, and the main regulators and legislation that govern them. The Q&A also covers prospectus/main offering document requirements, together with any disclosure obligations and exemptions from the requirements to publish/deliver a…