Registered Offerings

An examination of recent data on the rise of financial restatements at large public companies. 

An examination of how issuers are addressing new Iran-related disclosure requirements and key takeaways from the first 100 SEC periodic reports filed.

A survey of director compensation practices at emerging growth companies as disclosed in their IPO prospectuses filed with the SEC since April 5, 2012.

An overview of shelf takedowns and related matters, including selected requirements and limitations, related documentation and filings and liability concerns.

This Article examines some of the topics most commonly raised in SEC comment letters on filings by public companies with mineral resources and mining operations. These public mining companies must comply with additional SEC disclosure requirements that are not applicable to other public companies. Attorneys representing these companies should be familiar with SEC disclosure requirements set forth in Industry Guide 7 and many of the common mining-specific comments the SEC issues on these companies' filings. 

A survey of JOBS Act disclosure and elections by emerging growth companies in IPO prospectuses filed with the SEC since April 5, 2012.

Typical provisions for certain syndicated term loans have undergone a transformation in the last ten years, adopting some features traditionally found in high yield bonds. Investors and arrangers should understand the implications of this unmistakable trend and take into account the related risks in their decision-making.

The Jumpstart Our Business Startups (JOBS) Act benefits foreign private issuers that seek to access the US capital markets. This article examines the beneficial aspects of the JOBS Act for all non-US issuers.

On April 5, 2012, Practical Law Company and Morrison & Foerster LLP recorded How the JOBS Act Affects Capital Markets Practice, a one hour webinar on how the Jumpstart Our Business Startups Act affects capital markets raising transactions and disclosure obligations. You can access the recorded webinar here. Click here to download webinar slides.

A review of trends in initial public offerings (IPOs) that emerged in 2011.

An overview of the SEC registration process, and the consequences of becoming a reporting company, for non-US companies conducting share-for-share business combinations. This Article includes practical guidance for preparing and filing the registration statement and navigating the SEC review process. The Article also summarizes SEC reporting requirements and other obligations of reporting companies, including under the Sarbanes-Oxley Act, and describes the requirements for terminating SEC registration.

An overview of special purpose acquisition companies (SPACs) and a discussion of recent changes to SPAC structure.

This Article examines recent interpretations published by the SEC's staff that provide companies with greater flexibility in how they do business and may have a positive impact on day-to-day corporate activity.

The results of a recent survey that examined the terms and features of 50 major recent private investments in public equity (PIPE) transactions.

This article discusses acquisition financing trends that emerged in 2009 and draws some tentative conclusions about what 2010 may bring.

Andrew Pitts and Craig Arcella of Cravath, Swaine & Moore LLP share their thoughts on the recent uptick in IPOs.

This Article identifies the reasons behind the increased high-yield bond issuance activity year-to-date and examines recent trends and features in high-yield offerings.

A discussion of the use of virtual data rooms during the due diligence process and other stages of a transaction.

An Article on how companies may deal with a situation where stock options granted to incentivize employees are "underwater" because they have an exercise price greater than the market price of the underlying stock as a result of a decline in stock prices. The Article discusses stock option repricing and exchange programs, practices which include reducing the exercise price of the underwater options and exchanging underwater options for new options based on current market levels, for restricted stock, for a payment of cash or for a combination of options and cash. The Article outlines applicable US federal securities laws, stockholder approval requirements and accounting and tax issues to consider when determining whether to effect option repricing or exchanges. The advantages and disadvantages of option repricing and exchanges to a company and its stockholders are also examined.Click here to open as a PDF

This article discusses the proliferation of debt exchanges in the current financial climate.

An outline of the principal civil liability provisions that typically affect securities offerings.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.