Tagged: test-the-waters

New SEC Proposed Amendments Seek to Improve and Harmonize Private Offering Exemptions

SEC Rulemaking / Securities Act Compliance

17 Mar, 2020

New SEC Proposed Amendments Seek to Improve and Harmonize Private Offering Exemptions

On March 4, 2020, the Securities and Exchange Commission (the “Commission”) proposed amendments to the private offering exemptive framework under the Securities Act of 1933, as amended (the “Securities Act”) to “simplify, harmonize, and improve certain aspects of the framework” with the goal of promoting capital formation while maintaining investor protections. The current private offering framework is a set of exemptions and safe harbors which...

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

SEC Rulemaking / Securities Act Compliance

27 Sep, 2019

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

In connection with its efforts to modernize the regulatory framework, the SEC announced a new rule that provides all issuers with the flexibility provided by the JOBS Act to use “test-the-waters” communications with institutional investors about potential IPOs and other registered offering to better gauge market interest.  Previously, test-the-waters communications were only available to emerging growth companies. Securities Act Rule 163B will permit any issuer...

Impact of “Test-the-Waters” Reform Debated

SEC Rulemaking / Securities Act Compliance

29 May, 2019

Impact of “Test-the-Waters” Reform Debated

As we previously noted, in February, the SEC proposed expanding its “test-the-waters” accommodation from emerging growth companies (EGCs) only to all issuers via a new Rule 163B and related amendments. This accommodation would enable all issuers to engage in “test-the-waters” communications with certain institutional investors regarding a contemplated registered securities offering prior to, or following the filing of a registration statement related to such offering....

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

SEC Rulemaking / Securities Act Compliance

26 Feb, 2019

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

The SEC proposed a new rule and related amendments that would expand the “test-the-waters” accommodation—currently available to emerging growth companies—to all issuers, including investment company issuers. Proposed Securities Act Rule 163B, if adopted, would significantly enhance an issuer’s ability to cost-effectively assess the demand for and valuation of its securities, and also provide insights into the structural components for the offering that are important to investors....

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Cam helps clients with corporate matters including governance and...

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