Topic

Private Placements

SEC Proposes Sweeping Modernization of Transfer Agent Rules, Including New Restrictive Legend Requirements With Significant Implications for Capital Markets Transactions

The first comprehensive overhaul of the federal transfer agent rules in four decades would align transfer agent operations with the current T+1 standard settlement cycle, accommodate electronic and blockchain-based recordkeeping, and impose new gatekeeping duties on transfer agents in unregistered securities transactions. Practical takeaways and implications for capital markets participants are set forth at the…

SEC Launches Capital Markets Statistics and Data Visualization Webpage

As described more fully in this press release, today the Securities and Exchange Commission announced a new statistics and data visualization webpage that includes statistics and graphics on key elements of the capital markets, such as initial public offerings, exempt offerings, corporate bond offerings, reporting issuers, municipal advisors, transfer agents, and household participation in the…

SEC Exempts Rule 144A Debt Issuances From Rule 15c2-11 Information Requirements

On October 30, 2023, the Securities and Exchange Commission (the “Commission") issued an Order exempting brokers and dealers from the requirements of Rule 15c2-11(g) (the “Rule") under the Securities Exchange Act of 1934, as amended, with respect to fixed-income securities that are sold in compliance with the safe harbor in Rule 144A (the “Rule 144A") under the Securities…

SEC Staff Issues Cautionary Guidance Related to Business Combinations with SPACs

​There were more initial public offerings (“IPOs") of special purpose acquisition companies (“SPACs") in 2020 alone than in the entire period from 2009 until 2019 combined, and in the first three months of 2021, there have been more SPAC IPOs than there were in all of 2020. All of these newly public SPACs are looking…

Nasdaq Amends Proposed Rules to Allow Primary Direct Listings

As discussed in Gibson Dunn’s Current Guide to Direct Listings,  the New York Stock Exchange (NYSE) recently amended its rules to permit a primary offering in connection with a direct listing. The Nasdaq Stock Market LLC (Nasdaq) also had proposed rules permitting primary offerings in connection with a direct listing.[1] On February 24, 2021, in…