Bloomberg Law
Staying Nimble in the SPAC PIPE Market
This article provides an overview of the changing market dynamics and a number of structuring alternatives designed to lead to a successful de-SPAC transaction. Given the number of public SPACs and late stage private companies seeking capital, we expect to see additional de-SPAC alternatives as the market continues to develop and mature.
Capital Formation Market Trends: IPOs and Follow-On Offerings
This article reviews trends in the initial public offering market, notable alternatives to IPOs, and follow-on offering activity.
New Securities Regulations May Benefit BDCs
Several key regulatory developments and reforms have the potential to significantly help business development companies (closed-end investment management companies that are specially regulated by the Investment Company Act of 1940). This article addresses those developments and their expected impact on the BDC industry.
Establishing an Issuer Rule 10b5-1 Plan with an ATM Offering
This article discusses key questions that an issuer may raise in connection with deciding whether to establish a Rule 10b5-1 trading plan in conjunction with the issuer’s at-the-market offering program.
REIT IPO Market Update
This REIT IPO Market Update discusses [2019] changes in the REIT IPO landscape, including shifts in the way REITs opt to raise capital; factors contributing to the substantial increase in the value of REIT M&A transactions in 2018; an analysis of REIT sector performance; and the impact of the new tax law on REITs.
CFO Magazine
At-the-Market Offerings: A Good Option When Volatility Is High
In this article, we discuss ATM offering programs as an option for companies to raise capital during the uncertain and unprecedented market environment that has resulted from the global COVID-19 pandemic.
Columbia Law School’s Blue Sky Blog on Corporations and the Capital Markets
Bank Regulators’ Proposed Overhaul of Capital Requirements
On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the risk-based regulatory capital requirements for certain midsize and larger US banking organizations, and (ii) change the method for calculating the capital surcharge for globally systemically important banking organizations. This piece discusses critical importance banks will face.
Governance Intelligence (Formerly Corporate Secretary)
Governance Reminders for a Period of Uncertainty
Amid concerns about a financial crisis, we offer timely advice on board oversight.
Complying with the SEC’s Insider Trading Reforms
In this article, we summarize the Rule amendments and discuss the steps public company boards and/or general counsel and chief compliance officers can take now in preparation for the effectiveness of the amendments.
Harvard Law School Forum on Corporate Governance and Financial Regulation
2024 US Proxy Season: Proxy Voting, Governance, and ES Matters
This piece covers shareholder proposals, say-on-pay, universal proxy rules, board diversity and composition, board leadership structure and risk oversight, controls and procedures, director and officer questionnaires, climate change, human capital management, and more.
2024 US Proxy Season: Recent Proxy and Annual Report Developments
In December 2022, the SEC amended rules relating to insider trading arrangements and related disclosures. The amendments added conditions to the availability of the affirmative defense to insider trading liability contained in Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments were designed to address concerns regarding alleged abuse of the rule by insiders to trade securities on the basis of MNPI. In addition, the amendments imposed new disclosure requirements regarding an issuer’s insider trading policies and procedures and the adoption, modification, and termination of Rule 10b5-1 plans and similar trading arrangements by directors and officers, as well as new disclosure requirements for executive compensation for certain equity awards made close in time to the issuer’s disclosure of MNPI.
Navigating the Risk
The risk of an accusation of “greenwashing” is now an important concern for many companies. Whilst the reputational, regulatory and litigation risks that Greenwashing carries are always context specific, there are common themes. Here, we take an in-depth look at those themes and make suggestions for how organisations can think about mitigating greenwashing risk.
Who Are Quality Shareholders and Why You Should Care
This corporate governance piece is based on, Mayer Brown special counsel, Larry Cunningham’s address delivered at the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School on February 10, 2023.
Amendments to Rule 10b5-1’s Defense to Insider Trading Liability & Related Disclosures
This piece summarizes the principal changes made by the SEC’s unanimously adopted Rule 10b5-1 amendments under the Securities Exchange Act of 1934 and discusses some practical considerations.
2023 US Proxy and Annual Reporting Season
This piece provides an overview of key issues companies should consider as they prepare for the 2023 US proxy and annual report season.
EU Corporate Sustainability Reporting Directive – Disclosure Obligations for EU and Non-EU Companies
This article provides an overview of the EU Parliament’s recently adopted [November 10, 2022] Corporate Sustainability Reporting Directive (“CSRD“), intended to create new, detailed sustainability reporting requirements significantly expanding the number of EU and non-EU companies subject to the EU sustainability reporting framework.
Supreme Court Decision Casts Doubt on SEC’s Climate Proposal and Other Regulatory Initiatives
This piece provides a few initial observations on the practical impact of the WV v. EPA decision for the SEC.
SEC Proposes Amendments to Schedules 13D and 13G
This article discusses the SEC’s proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports.
Chancery Court Allows de-SPAC Litigation to Proceed
This article discusses the opinion issued by the Delaware Court of Chancery denying motions to dismiss a stockholder action arising out of a completed business combination. The court’s opinion has important implications for SPAC sponsors, directors, officers and other stakeholders because of its application of traditional Delaware corporate law concepts to a “de-SPAC” business combination transaction. This piece (i) summarizes facts alleged by plaintiffs in the case and the court’s conclusions; and (ii) provides key takeaways and practical considerations.
SPACs Face Legislative Scrutiny
This article discusses two pieces of legislation aimed at imposing additional regulations on SPACs introduced in the US House of Representatives: H.R. 5910, the “Holding SPACs Accountable Act of 2021,” and H.R. 5913, the “Protecting Investors from Excessive SPACs Fees Act of 2021.”
2022 Proxy and Annual Report Season
This piece provides an overview of key issues companies should consider in preparation for the 2022 US proxy and annual report season.
The US Moving Toward Adopting New Climate Change Disclosures
This article discusses regulators’ “steady progress” for new climate change disclosure requirements for public companies.
SEC Increasingly Turns Focus Toward Strength of Cyber Risk Disclosures
This article discusses SEC focus on cybersecurity disclosures made by public companies.
Tech Companies Come Together on Climate-Related Disclosures
This article discusses support for consistent reporting by public companies regarding climate-related matters.
General Solicitation and General Advertising
This article summarizes the guidance related to rules and regulations for the terms “general solicitation” or “general advertising,” which have not been explicitly defined.
SEC Approves Nasdaq’s Direct Listing Rule
This article discusses the SEC’s approval on the proposed rule changes submitted by Nasdaq to allow companies to list in connection with a concurrent primary offering.
New Human Capital Disclosure Requirements; Inconsistent 10-K Disclosures
This article summarizes differences in public companies’ Regulation S-K disclosures in their 10-K filings, based on the August 26, 2020 SEC amendments.
SEC Reopens Universal Proxy Comment Period
On April 16, 2021, the SEC issued a release reopening the comment period on its 2016 proposal for a mandatory universal proxy to be used for all contested director elections. This article summarizes proposed amendments to the proxy rules and additional requests for comment.
Congress Passes the “Holding Foreign Companies Accountable Act”
This article discusses the HFCAA’s expectation to be signed into law.
Primary Direct Listings: A Hybrid Approach to a Traditional IPO Alternative
This article discusses the SEC’s approval to the NYSE’s proposed rule change modifying the NYSE’s rules in order to permit primary issuances in connection with a direct listing of a class of the issuer’s equity securities on the exchange.
Safe Harbor for the Distribution of Research Reports
This piece discusses the SEC’s new rule establishing a non-exclusive research report safe harbor (“Rule 139b”) for unaffiliated brokers or dealers that publish or distribute research reports regarding qualifying investment funds.
SEC Concept Release on Compensatory Offerings
This article covers the SEC’s concept release issuance soliciting public comment on potential ways to modernize compensatory offerings and sales of securities, consistent with investor protection.
Insights
COVID-19 Issues for SEC Reporting Companies
The SEC Division of Corporate Finance has issued guidance on disclosure considerations and other securities law obligations related to COVID-19. Public companies should think about their [upcoming] COVID-19 disclosures in order to allow time for drafting and internal review of appropriate language.
International Financial Law Review
SEC Dilutes Accommodations Available to Foreign Private Issuers
This piece explains [recent] changes that may affect foreign issuers’ appetite to list in the United States.
SEC Rulemaking in 2020: What to Expect
Former SEC Chair Clayton took most of the mystery out of securities lawyers’ predictions regarding future SEC rulemaking. During his tenure at the SEC, Chair Clayton has revamped the SEC’s rulemaking agenda published under the Regulatory Flexibility Act, often referred to as the “reg flex agenda,” in order to narrow the list of proposed rulemaking actions to those the SEC reasonably expects to complete within one year. By tailoring the list, there is greater transparency regarding planned actions. As a result, predictions noted within this piece, which may have lost their crystal-ball like qualities, have a higher probability of coming to pass.
Lexis Practice Advisor® First Analysis
Reopenings: Issuing Additional Debt Securities of an Outstanding Series
This practice note discusses reopenings of debt securities issuances. Companies frequently raise capital by issuing additional debt securities of the same series as debt securities outstanding under an existing indenture, often referred to as “reopening the indenture” or “reopening the series.” Access the 2020 edition of this piece here.
SEC’s Securities Offering and Communications Reforms for BDCs and Closed-End Funds This article discusses amendments adopted by the SEC in 2020 which modernize the offering-related provisions of the Securities Act of 1933 and the communications safe harbors available to BDCs. Access the 2020 edition of this piece here.
SEC Adopts Amendments to Accelerated Filer Definitions: First Analysis
This article discusses the amendments adopted by the SEC to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
SEC Amends Financial Disclosure Rules for Merger & Acquisition Transactions
This First Analysis piece discusses amendments adopted by the SEC 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 3-14 (Special Instructions for Real Estate Operations to be Acquired), Article 11 on Pro Forma Financial Information, and other related rules and forms. The Amended Rules also amended investment companies’ financial reporting of acquisitions by adopting a new Rule 6-11 of Regulation S-X (Financial Statements of Funds Acquired or to be Acquired) and revising Form N-14 for financial reporting of acquisitions involving investment companies.
SEC Guidance on International Intellectual Property and Technology Risks: First Analysis
This article covers the SEC’s Division of Corporation Finance’s guidance issued in late December 2019, discussing disclosure obligations companies should consider relating to intellectual property and technology risks associated with international business operations, particularly in jurisdictions which do not have levels of protection comparable to protections for corporate proprietary information and assets in the United States.
SEC Statement on LIBOR Replacement: First Analysis
This article discusses the July 12, 2019 public statement made by the SEC’s Division of Corporation Finance, Investment Management and Trading and Markets, and the Office of the Chief Accountant, encouraging market participants to begin the transition away from US Dollar LIBOR, which [will] cease publication in 2021.
Amendments to the FINRA New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131): First Analysis
This article discusses recent amendments to FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions), which were originally published for comment in the Federal Register on August 8, 2019 and approved by the SEC on November 5, 2019.
SEC’s Proposed Expansion of Testing-the-Waters Communications: First Analysis
This article covers a recently proposed rule by the SEC that would expand the permitted use of “testing-the-waters” communications from emerging growth companies (EGCs) only to all issuers, regardless of size or reporting status.
SEC Proposed Changes to Accelerated and Large Accelerated Filer Definitions: First Analysis
This article discusses proposed amendments issued by the SEC, on May 9, 2019, to the accelerated filer and large accelerated filer definitions in Rule 12b-2 (17 C.F.R. § 240.12b-2) under the Exchange Act.
SEC Proposed Changes to Financial Disclosure Rules for Merger & Acquisition Transactions: First Analysis
This article discusses amendments proposed by the SEC, on May 3, 2019, 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 3-14 (Special Instructions for Real Estate Operations to be Acquired), Article 11 on Pro Forma Financial Information, and other related rules and forms.
IPOs, Follow-On Offerings, Road Shows, and Earnings Guidance: FAQs on Publicity, Communications, and Offers
This piece provides 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 IPOs and other securities offerings under the Securities Act.
IPO Prospectuses: Avoiding and Responding to Common SEC Comments
This article examines some of the issues most commonly raised in initial SEC comment letters on registration statements filed for IPOs. Access the 2017/18 version here.
Lexis Practice Advisor® Market Trends
Market Trends 2022/23: Brexit Disclosure
This practice note identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name, its industry, and the type of filing are also provided in each sample disclosure for reference. This article concludes with recommendations on how to enhance Brexit-related disclosures and how to make these consistent with SEC’s expectations. Access the Market Trends 2020/21 edition of this piece here, the 2019/20 here, the 2018/19 edition here, and the 2017/18 edition here.
Market Trends 2020/21: COVID-19 from a Securities Law Perspective
This practice covers market trends in capital markets and securities-related considerations during the COVID-19 pandemic. It describes how the SEC addressed the effects of the pandemic through exemptive orders and guidance and discusses key disclosure matters, including risk factors, management’s discussion and analysis of financial position and results of operations, and financial statement issues that companies have had to address during this time.
Market Trends 2022/23: Business Development Companies
This article discusses recent commercial and regulatory trends affecting BDCs, particularly focusing on various types of securities offerings by public and private BDCs. Access the Market Trends 2019/20 edition here and the 2018/19 edition here.
Market Trends 2021: COVID-19 from a Securities Law Perspective
This article discusses capital markets and securities law in the time of COVID-19 and explains how the SEC responded to address the effects of the pandemic, particularly on public companies. This article also highlights key Form 10-K and Form 10-Q matters, including risk factors, MD&A and financial statement issues, and examines various financing alternatives for companies considering their options to bolster their capital structure. Access the Market Trends 2019/20 edition here.
Market Trends 2020/21: Commercial Paper
This article provides an overview of the commercial paper market and examines the deal structure and process, deal terms and legal and regulatory trends. Access the Market Trends 2018/19 edition here.
Market Trends 2020/21: Cybersecurity Disclosures
This practice note identifies cybersecurity risk disclosures that offer detailed discussions on the potential reputational, financial, or operational harm resulting from cybersecurity breaches, as well as the potential litigation or regulatory costs, policies, and procedures in addressing cybersecurity risks. This piece concludes with practical advice on how to prepare and enhance the required disclosures on cybersecurity risks and incidents. Access the Market Trends 2019/20 edition here and the 2018/19 edition here.
Market Trends 2020/21: Disclosure Related to Climate Change
This practice note discusses market trends in 2021 relating to disclosures of climate change risks and mitigation by public companies, which are intertwined with ESG issues. It also provides illustrative disclosures by public companies regarding how climate change has affected or may affect their operations, both directly and indirectly and concludes with recommendations regarding preparing and enhancing such disclosures.
Market Trends 2020/21: Disclosure on Political Contributions
This practice note discusses market trends on how public companies’ political contributions, or “political spending,” is perceived to be intertwined with ESG issues, and provides illustrative disclosures regarding political contributions. This piece concludes with recommendations on how to prepare and enhance such disclosures.
Market Trends 2018/19: Life Sciences
This piece outlines recent trends in life sciences, including deal trends with respect to capital markets and M&A; disclosure trends; legal and regulatory trends; and an outlook for activity in the life sciences sector going forward.
Market Trends 2020/21: Lock-up Agreements
This article discusses the typical length of the lock-up period; lock-up carveouts; lock-up releases; and best practices for pre-IPO private placements. Access the Market Trends 2019/20 edition here, the 2018/19 edition here, and the 2017/18 edition here.
Market Trends 2020/21: Medium-Term Note Programs
This practice note examines recent market trends regarding MTN programs, providing an overview of the market in 2020 and 2021 with a focus on general deal structure and process, and disclosure trends. Access the Market Trends 2019/20 edition here, the 2018/19 edition here, and the 2017/18 edition here.
Market Trends 2020/21: Pay Ratio Disclosure
This article discusses the SEC’s pay ratio rulemaking, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and provides recent pay ratio disclosure examples. Access the Market Trends 2019/20 edition of this piece here and the 2018/19 edition here.
Market Trends 2020/21: Registered Direct Offerings
This article covers registered direct offerings, providing an overview of the market and covering recent notable transactions, deal structure and process, and legal and regulatory trends. Access the Market Trends 2019/20 edition here, the 2018/19 edition here, and the 2017/18 edition here.
Market Trends 2020/21: Risk Factors
This article summarizes recent market trends in risk factor disclosure required in SEC filings and provides recent risk factor disclosure examples, covering COVID-19, Brexit, LIBOR cessation, cybersecurity, and China-based issuers. Additionally, the article addresses recent amendments to the description of the risk factor disclosure requirement, and how the amendments to the Rule may affect risk factor disclosure going forward.
Market Trends 2020/21: Staff Legal Bulletins No. 14I and 14J on Shareholder Proposals
This article discusses the SEC’s guidance with respect to shareholder proposals submitted for inclusion in company proxy statements and how such guidance was applied during the 2018 and 2019 proxy seasons. Access the Market Trends 2019/20 edition here and the 2018/19 edition here.
Market Trends 2020/21: US Tariff Policies
This practice note discusses recent US tariff policies that potentially have wide-ranging consequences for domestic and international trade and the capital markets. This article identifies disclosures related to US tariff policies that offer detailed discussions on the actual and potential effects for the particular registrants and concludes with recommendations on how to enhance disclosures relating to the effects of US tariff policies. Access the Market Trends 2019/20 edition here, the 2018/19 edition here, and 2017/18 edition here.
Lexis Practice Advisor® Top 10 Practice Tips
Top 10 Practice Tips: At-The-Market Offerings
This practice note provides the top 10 practice tips for ATM offerings.
Top 10 Practice Tips: Comfort Letters
This practice note discusses the top 10 practice tips for navigating the task of reviewing and negotiating comfort letters. Access the Top 10 Practice Tips 2020/21 edition here 2019/20 edition here and the 2018/19 edition here.
Top 10 Practice Tips: Debt Tender Offers
This practice note provides practice points to help in assisting an issuer with a proposed debt tender offer for cash. Access the Top 10 Practice Tips 2020/21 edition here, 2019/20 here and the 2018/19 edition here.
Top 10 Practice Tips: Liability Management Transactions
This practice note outlines the top 10 practice tips to assist counsel to an issuer seeking to engage in a liability management transaction. Access the Top 10 Practice Tips 2020/21 edition here and the 2019/20 edition here.
Top 10 Practice Tips: Lock-up Agreements
This practice note covers the top 10 practice tips to consider in drafting and negotiating lock-up agreements. Access the Top 10 Practice Tips 2020/21 edition here and the 2018/19 edition here.
Top 10 Practice Tips: Medium-Term Notes
This practice note discusses the top 10 practice tips for internal and external counsel to consider before establishing an MTN program and when issuing MTNs.
Top 10 Practice Tips: PIPE Transactions by SPACs
This practice note discusses the top 10 practice tips for executing a private investment in public equity transaction alongside a SPAC business combination transaction. Access the Top 10 Practice Tips 2020/21 edition here.
Top 10 Practice Tips: Negotiating an Underwriting Agreement
This practice note discusses the top 10 practice tips to consider in drafting and negotiating an underwriting agreement. Access the Top 10 Practice Tips 2020/21 edition here, 2019/20 edition here and the 2018/19 edition here.
Top 10 Practice Tips: Registered Direct Offerings
This practice note covers top 10 practice tips relating to registered direct offerings. Access the Top 10 Practice Tips 2020/21 edition here and the 2018/19 edition here.
Top 10 Practice Tips: Stock Repurchase Programs
This practice note includes 10 practice tips that may help you, as counsel to a public company or a repurchase agent, in implementing a stock repurchase program on behalf of your client. Access the Top 10 Practice Tips 2020/21 edition here and 2019/20 edition here.
Lexis Practice Advisor® Templates and Memorandums
Public Company Responsibilities Memorandum
This template memorandum summarizes obligations, restrictions, and liabilities that apply to a newly-public company and its directors and officers under the federal securities laws. Topics addressed include the company’s reporting and corporate governance obligations, as well as reporting obligations and other restrictions applicable to the company’s directors and officers. This template includes practical guidance and drafting notes.
NSCP Currents
Quantitative Suitability: A Changing Standard
This bylined article examines the quantitative suitability standard.
PLI Current, The Journal of PLI Press
Modernizing Communications Safe Harbors
This bylined article discusses modernizing communications safe harbors.
PIPEline: Sponsor-Led PIPE Transactions in Volatile Markets
PIPE transactions were created to be an effective capital raising approach for public companies when there were few, if any, other satisfactory financing alternatives. While there are now several other confidentially marketed securities offering methodologies, for the reasons discussed in this article, PIPE transactions may be the most efficient, or the only, alternative for many issuers. Many public companies are finding that, in this environment, capital injections by private equity and other financial sponsors are best structured as PIPE transactions. These transactions raise a number of considerations.
Practical Law Global Guides
Equity Capital Markets in United States: Regulatory Overview (Global Guide 2022) (Global Guide 2020)
This guide gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations, and de-listing.
Debt Capital Markets in the United States: Regulatory Overview (Global Guide 2021) (Global Guide 2020)
This guide gives an overview of legislative restrictions on selling debt securities, market activity and deals, structuring a debt securities issue, main debt capital markets/exchanges, listing debt securities, continuing obligations, advisers and documents, debt prospectus/main offering document, timetables, tax, clearing and settlement, and reform.
An Analysis of Covered Bonds and the US Market
This article examines the two basic models for covered bonds, together with the benefits of covered bonds for investors and issuing institutions. The prospects for the introduction of US legislation on covered bonds are analysed, along with future developments for Europe, the US and cross market.
Resales of Restricted and Control Securities in the US
This article examines various exemptions available for the resale of restricted and control securities under the US Securities Act of 1933 (as amended), the conditions applicable to the use of these exemptions and other relevant related topics.
Equity Capital Markets in United States: Regulatory Overview (Global Guide 2019)
In Practical Law’s Equity capital markets in the United States: regulatory overview, we discuss regulatory considerations for equity capital markets in the United States.
Debt Capital Markets in the United States: Regulatory Overview (Global Guide 2019)
In Practical Law’s Debt capital markets in the United States: regulatory overview, we discuss regulatory considerations for debt capital markets in the United States.
US Equity Capital Markets Update: 2018 Trends and 2019 Outlook
This article discusses US equity capital markets trends in 2018, SEC developments that impacted those trends, and regulatory and market expectations for 2019.
US Debt Capital Markets: 2018 Activity and Exemptions Used by Non-US issuers
This article reviews US debt capital markets activity in 2018 and provides an overview of the US securities law exemptions most frequently used by non-US issuers to access those markets.
Covered Bonds and the US Market (Global Guide 2018)
This article provides an overview of the two basic models for covered bonds, together with the benefits of covered bonds for investors and issuing institutions. The prospects for the introduction of US legislation on covered bonds are analyzed, along with future developments for Europe, the US, and cross market. This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.
Debt Capital Markets in the United States: Regulatory Overview (Global Guide 2018)
This article provides an overview of legislative restrictions on selling debt securities, market activity and deals, structuring a debt securities issue, main debt capital markets/exchanges, listing debt securities, continuing obligations, advisers and documents, debt prospectus/main offering document, timetables, tax, clearing and settlement, and reform. This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.
Equity Capital Markets in the United States: Regulatory Overview (Global Guide 2018)
This article provides an overview of the main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer documents, marketing, bookbuilding, underwriting, timetables, stabilization, tax, continuing obligations, and de-listing. This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.
The Review of Securities & Commodities Regulation
MD&A Tune-Up
This article discusses the SEC’s [2020] MD&A guidance in detail, as well as [recent] amendments to Item 303 of Regulation S-K and guidance on KPIs.
Preparing 2019 Registration Statements and Annual Reports: What Foreign Private Issuers and Their Counsel Need to Know
This article discusses the implications of the SEC’s recent actions to modernize and simplify disclosure requirements applicable to FPIs.