The Securities and Exchange Commission issued a statement (see link) that seeks innovative proposals that would improve the secondary market structure for exchange listed equity securities that trade in lower volumes, or “thinly traded securities.” Small cap companies are particularly adversely affected by limited liquidity. The Commission also shared a background paper produced by the Staff of the Division of Trading & Markets (background paper found here) that outlines prior studies and data…

Medium-term note (“MTN”) programs are continuous offering programs that enable issuers to offer debt securities in an efficient and expedited manner. MTN programs have unique documentation, as opposed to benchmark underwritten offerings. Most MTN programs have the ability to offer debt securities with maturities of more than 270 days to up to 30 years. During this Intelligize webinar, Partner David Bakst and Counsel Brad Berman will cover: • Registered MTN programs and exempt MTN programs…

The third quarter of 2019 saw a slight decrease in venture private capital funding levels according to PwC and CB Insights’ recently published MoneyTree report. Approximately $25.9 billion was raised across 1,304 deals, bringing total capital raised in 2019 to $83 billion. Staying private longer. Companies have taken advantage of raising large amounts of private capital in recent years, increasing their valuations to unicorn status before going public or completing other types of exits.…

This Lexis Practice Advisor® Market Trends article discusses the Securities and Exchange Commission’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.…

On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act). The new rule allows any issuer, or any person acting on the issuer’s behalf, to engage in test the waters communications with potential investors that are reasonably believed to be institutional accredited investors (IAIs) and qualified institutional buyers…

One of the Securities and Exchange Commission’s priorities under Chair Clayton’s leadership has been protection of retail investors, including through rigorous enforcement of microcap fraud.  Consistent with that focus, yesterday, the Commission released proposed amendments to Securities Exchange Act Rule 15c2-11.  This rule requires that certain issuer information be made available to and be reviewed by broker-dealers before broker-dealers publish quotes for the issuer’s securities on the OTC market.  The proposed changes would update the…

On September 17, 2019, the Securities and Exchange Commission (SEC) proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors. The proposed rules would 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 3 disclosures that overlap with other SEC disclosure requirements, U.S. Generally Accepted Accounting Principles (GAAP) or…