IPO, Then What?

The Foley Hoag IPO, Then What? blog focuses on the issues facing companies going public, but recognizes that the IPO is the start and not the end of the story. We know that the issues facing public companies change rapidly and we cover the topics that we know are on the minds of management, board members and in-house counsel.

Blog Authors

Stacie Aarestad

Latest from IPO, Then What?

IPO, Then What?

SEC Revises Financial Statement Disclosure Requirements for Acquisitions and Dispositions

By John Hancock

June 10, 2020

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The SEC recently amended its disclosure requirements for historical and pro forma financial statements arising from acquisitions and dispositions.[1] While the revisions are fairly technical, overall they should reduce disclosure burdens and make it easier for public companies to pursue these transactions. The revisions also provide a useful reminder that public companies must sometimes disclose financial information even for very small acquisitions and should therefore strive to obtain reliable financial statements in every…

IPO, Then What?

Nasdaq Provides Limited Relief to Facilitate Near-Term Capital Raising

By John Hancock

May 8, 2020

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The Nasdaq Stock Market has adopted a new rule, Rule 5635T, intended to provide limited, temporary relief from the requirement to obtain stockholder approval for certain capital-raising transactions during the COVID-19 pandemic. Although the rule will be effective only until June 30, 2020, it should provide welcome relief to Nasdaq-listed companies eager to raise funds as quickly as possible to maintain operations during the pandemic. Ordinarily, a public company seeking to issue more than 20%…

IPO, Then What?

SEC Issues Guidance on Interplay Between Form S-3 and Relief Under COVID-19 Order

By Stacie Aarestad

May 8, 2020

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As many companies consider the need to raise capital, the SEC has provided FAQs that address how taking advantage of the relief provided under the COVID-19 Order may impact offerings of securities using Form S‑3. As described in our prior posts, the SEC has granted conditional relief to allow reporting companies to delay filings required by the Securities Exchange Act of 1934 due on or before July 1, 2020. Q: If a company delays…

IPO, Then What?

COVID-19 Related Due Diligence for Life Sciences Companies

By Steven Burwell

April 28, 2020

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Equity Capital Markets are quiet right now given the COVID-19 pandemic. Less than a handful of IPOs priced last week and IPO activity is down almost 20% on a year over year basis. Life sciences initial public offerings have been a rare bright spot in an otherwise dim market. The investment banks underwriting these transactions have had to expand their due diligence questions in light of the COVID-19 pandemic and the way it has transformed…

IPO, Then What?

SEC Provides Additional COVID-19 Relief

By Ryan Rourke Reed

March 27, 2020

On March 26, 2020, the SEC announced that it is providing additional temporary relief to market participants in light of the COVID-19 pandemic. The relief covers (i) parties needing to file a Form ID to gain access to the EDGAR system and (ii) certain company filing obligations under Regulation A and Regulation Crowdfunding. Temporary Relief from Form ID Notarization Requirement To use the SEC’s EDGAR system to make required filings, applicants must complete an online…

IPO, Then What?

SEC Extends Conditional Relief for Exchange Act Filings to July 1, 2020

By John Hancock

March 26, 2020

The SEC has extended the conditional relief it granted earlier this month to allow reporting companies and others to delay certain filings required by the Securities Exchange Act of 1934. The relief originally covered filings due between March 1, 2020 and April 30, 2020; the relief now extends to cover such filings due on or before July 1, 2020. See our original post here for more information about the scope of the relief. The SEC’s…

IPO, Then What?

SEC Provides Disclosure Guidance to Reporting Companies Coping with Fallout of COVID-19

By Daniel Clevenger

March 26, 2020

On March 25, 2020, the SEC’s Division of Corporation Finance published CF Disclosure Guidance: Topic No. 9, which provides the Division’s views regarding public companies’ reporting and other obligations under the federal securities laws in light of the current COVID-19 outbreak. While acknowledging the rapidly evolving and unpredictable nature of the COVID-19 outbreak and the targeted disclosure relief recently provided by the SEC, the disclosure guidance reminds reporting companies of their obligation to provide…

IPO, Then What?

It’s the little things.

By Stacie Aarestad

March 25, 2020

The SEC is rapidly responding to the ongoing COVID-19 crisis in ways big and small. For persons who are entering the SEC reporting system for the first time, which could be because they have been newly appointed an executive officer or director of a public company or have recently acquired beneficial ownership of more than 5% of a public issuer, a Form ID must be submitted to request the codes necessary to submit filings via…

IPO, Then What?

COVID-19 and Termination Provisions in Underwriting Agreements

By Steven Burwell

March 24, 2020

In light of the unprecedented changes to the economy as a result of COVID-19, many parties to contracts are carefully considering force majeure clauses, and whether such clauses permit them to void contractual obligations. While most of the contracts considered are supply agreements or other commercial contracts, underwriting agreements in capital markets transactions include similar clauses which could allow underwriters to terminate an offering between pricing and closing. Customarily, if markets are choppy or there…

IPO, Then What?

SEC Provides COVID-19 Relief for Public Companies

By Ryan Rourke Reed

March 20, 2020

Following the SEC’s announcement on March 4, 2020 that it was providing conditional relief to public companies affected by COVID-19 for their filing obligations under the federal securities laws, many companies have availed themselves of this relief. In addition, several companies have already identified risks related to COVID-19 that are material to their businesses and investors, often noting that the full impact of the global pandemic remains uncertain. For additional guidance on ongoing reporting requirements…

IPO, Then What?

Blog Authors

SEC Revises Financial Statement Disclosure Requirements for Acquisitions and Dispositions

Nasdaq Provides Limited Relief to Facilitate Near-Term Capital Raising

SEC Issues Guidance on Interplay Between Form S-3 and Relief Under COVID-19 Order

COVID-19 Related Due Diligence for Life Sciences Companies

SEC Provides Additional COVID-19 Relief

SEC Extends Conditional Relief for Exchange Act Filings to July 1, 2020

SEC Provides Disclosure Guidance to Reporting Companies Coping with Fallout of COVID-19

It’s the little things.

COVID-19 and Termination Provisions in Underwriting Agreements

SEC Provides COVID-19 Relief for Public Companies

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