Securities

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The Securities and Exchange Commission recently published guidance providing some useful clarifications related to the Commission’s recent changes to the definition of “smaller reporting company” (see our prior posts, here and here).  In the guidance, the Commission confirms that foreign issuers can qualify as SRCs; however, investment companies (including BDCs), ABS issuers and majority-owned subsidiaries of non-SRC parent companies cannot. The new definition of SRC becomes effective on September 10, 2018. Assessing SRC Status. …
Neal Newman assesses the success of Regulation A in a paper titled, “Regulation A+:  New and Improved after the JOBS Act or a Failed Revival?”  The author reviews the 267 Regulation A filings made between August 13, 2012 and May 24, 2016 and samples a subset of 48 filings from this period.  Of the sample, 19 were Tier 1 filings (39.6 percent) and 29 were Tier 2 filings (60.4 percent).  For the Tier…
Justice Perell’s decision in Fantl v. ivari, teaches class action defendants an important lesson in being careful what they wish for.  In a rare decision, he ordered that a defendant contribute the majority of the costs of providing potential class members with notice of certification. Background When a class action is certified by a court, efforts must be made to notify potential class members of the decision so that they are able to exercise…
Wednesday, August 15, 2018 1:00 p.m. – 2:00 p.m. EDT PIPE transactions remain an important capital-raising alternative. Whether a public company is seeking to finance an acquisition, effect a recapitalization or restructuring, or facilitate a liquidity opportunity for an existing stockholder, a PIPE transaction may be the most efficient approach. During this session, Partner Anna Pinedo will discuss: Recent market trends; PIPE documentation and the principal negotiating issues; The securities exchange shareholder approval rules and…
In a decision issued on July 24, 2018, the Ontario Securities Commission held that the test to determine whether a respondent’s case should be severed and heard separately is the same test used in criminal proceedings. The decision, Hutchinson (Re), 2018 ONSEC 40, is available here. Allegations of insider trading and insider tipping The OSC commenced proceedings against four individuals alleging insider trading and insider tipping with respect to the securities of eight companies.…
In a recently published Practical Law Capital Markets Global Guide 2018 article, “Covered Bonds and the US Market,” Partner Jerry Marlatt 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…