Free Writings + Perspectives

News and Views on Securities Regulation and Capital Formation

Latest from Free Writings + Perspectives

Chair Clayton Testifies in Congress

December 10, 2019

In his testimony today in Congress, Securities and Exchange Commission Chair Jay Clayton provided an update on the rulemaking work undertaken by the SEC during the fiscal year and provided updates on the SEC’s priorities. Chair Clayton reviewed some numbers—based on the SEC’s Regulatory Flexibility Agenda, Clayton noted that in 2018, the SEC advanced 23 of the 26 rules in the near-term agenda, and for 2019, the SEC to date has advanced 34 of the…

Free Writings + Perspectives

Critical Audit Matters

By Anna T. Pinedo

December 10, 2019

At the recent 2019 AICPA Conference on Current SEC and PCAOB Developments, representatives of the SEC provided updates on a number of emerging issues, including implementation of the critical audit matters (“CAMs”) requirement. A representative of the Office of Chief Accountant noted that CAMs are intended to “provide audit-specific insights not previously communicated regarding matters that required especially challenging, subjective or complex auditor judgment related to accounts or disclosures that are material to the financial…

Free Writings + Perspectives

SEC Rejects NYSE Proposal to Allow Fundraising in Direct Listings

By Brian Hirshberg

December 9, 2019

On December 6, 2019, the Securities and Exchange Commission (“SEC”) rejected the proposal submitted by the New York Stock Exchange (“NYSE”) to allow companies to simultaneously go public through a direct listing and raise cash from public market investors. As we previously blogged, the NYSE’s proposed rule would have incorporated an option to raise capital into the existing direct listing alternative. The SEC did not provide a public comment on its rejection of the…

Free Writings + Perspectives

SEC Small Entity Compliance Guide on Testing the Waters

By Anna T. Pinedo

December 9, 2019

The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule 163B. Under the new rule, any issuer, or person authorized to act on behalf of the issuer (including an underwriter), may engage in exempt oral or written communications with potential investors that are, or are reasonably believed to be, qualified institutional buyers (“QIBs”)…

Free Writings + Perspectives

SEC’s DERA Inaugural Economic and Risk Outlook

By Anna T. Pinedo

December 6, 2019

The Securities and Exchange Commission’s Division of Economic Risk Analysis (DERA) recently published the first Economic and Risk Outlook. The release coincided with the SEC’s December 4, 2019 conference on the State of the Securities Markets. The report addresses a number of macroeconomic indicators. The report notes elevated borrowing offset by positive economic growth, high asset values, and low interest rates, which have kept debt service burdens within normal historical ranges. The analysis of the…

Free Writings + Perspectives

Report on 2019 SEC Government-Business Forum on Small Business Capital Formation Released

By Anna T. Pinedo

December 6, 2019

The Securities and Exchange Commission released the report from the August 2019 Government-Business Forum on Small Business Capital Formation. The Annual Forum provides an opportunity for market participants to meet and discuss concerns regarding the regulatory framework affecting capital formation for small businesses, including smaller reporting companies and mid-cap companies. Each year, the recommendations included in the report from the Forum are considered by the SEC in its rulemaking process. The report sets forth the…

Free Writings + Perspectives

Upcoming SEC Small Business Capital Formation Advisory Committee Meeting

By Anna T. Pinedo

December 5, 2019

The Securities and Exchange Commission announced the agenda for the December 11, 2019 meeting of the Small Business Capital Formation Advisory Committee. The Committee will continue to focus on topics raised in the SEC’s Harmonization Concept Release, which requested comment on the current framework for exempt offerings, and will seek to develop potential recommendations to the SEC. The meeting is open to the public. Click here for more information.…

Free Writings + Perspectives

NYSE Proposes Allowing Companies to Raise Capital in Direct Listings

By Brian Hirshberg

November 26, 2019

On November 26, 2019, the New York Stock Exchange (“NYSE”) filed with the Securities and Exchange Commission (“SEC”) a proposed rule change that would allow companies to simultaneously go public through a direct listing and raise cash from public market investors as an alternative to a traditional initial public offering. The proposed change would allow a company that has not previously had its shares registered under the Securities Act to list its shares on the…

Free Writings + Perspectives

Bloomberg Webinar: Market Trends in Corporate Transactions

By Michael Kraines

November 25, 2019

Date: December 10, 2019 Time: 1:00pm – 2:00pm ET This webinar will look at corporate transaction market evolution in 2019 using data and Bloomberg Law analysis. The speakers will cover an overview of key market trends, such as increased scrutiny on national security issues, and examine some drafting trends related to current events, including #MeToo and Brexit. Attendees will also hear from expert practitioners on how these and other trends and issues can affect deal structures…

Free Writings + Perspectives

Global Fintech Report

By Anna T. Pinedo

November 25, 2019

CBInsights recently published its Global Fintech Report for the third quarter of 2019. For 2019, global fintech funding totaled $24.6 billion through the third quarter of 2019, which is still a decline from 2018. Global venture-backed fintech deals rebounded during the quarter in the United States but remain at a three-year low. Globally there are 58 fintech unicorns that are in aggregate valued at $213.5 billion. Of these, 33 are in the United States. Asia…

Free Writings + Perspectives

News and Views on Securities Regulation and Capital Formation

Blog Authors

Chair Clayton Testifies in Congress

Critical Audit Matters

SEC Rejects NYSE Proposal to Allow Fundraising in Direct Listings

SEC Small Entity Compliance Guide on Testing the Waters

SEC’s DERA Inaugural Economic and Risk Outlook

Report on 2019 SEC Government-Business Forum on Small Business Capital Formation Released

Upcoming SEC Small Business Capital Formation Advisory Committee Meeting

NYSE Proposes Allowing Companies to Raise Capital in Direct Listings

Bloomberg Webinar: Market Trends in Corporate Transactions

Global Fintech Report

Stay Connected

Company

Support

New to the Network