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Going to the ATM. At the Market Public Offering

An at-the-market (ATM) offering is a type of secondary offering whereby a public company sells its existing shares directly to the market at prevailing market prices through a broker-dealer. The company can sell shares through an ATM offering at any time, and the amount of shares sold can vary depending on the company’s needs. ATM…

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A Confidentially Marketed Public Offering (CMPO)

A confidentially marketed public offering (CMPO) is a type of public offering that allows a company to raise capital without having to file a prospectus or obtain shareholder approval. In a CMPO, the company sells shares directly to institutional investors without any general solicitation or advertising. CMPOs are a relatively new type of offering, but…

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De-SPAC: A Guide to the Process

A de-SPAC, also known as a reverse merger, is a process by which a special purpose acquisition company (SPAC) merges with a private company to take it public. The SPAC raises money from investors by selling shares in its initial public offering (IPO). The SPAC then uses the proceeds from the IPO to acquire a…

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The IPO: Form S-1 vs. Form F-1

Preparing for an initial public offering (IPO) is a complex process that requires careful planning and execution. One of the key components of an IPO is filing a registration statement with the Securities and Exchange Commission (SEC). There are two types of registration statements that companies can file: Form S-1 and Form F-1. In this…

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Memorandum RE: Pay v. Performance Disclosure Rules

Item 402(v) of Regulation S-K On August 25, 2022, the Securities and Exchange Commission (SEC) adopted Item 402(v) of Regulation S-K, requiring companies to provide certain “pay versus performance” disclosures regarding the relationship between executive compensation actually paid and the company’s financial performance in any proxy statement or information statement for which Item 402 executive…

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MJDS Allows Canadian Issuers Easy Access to the U.S. Capital Markets 

Overview The Multijurisdictional Disclosure System (“MJDS”) adopted by the Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators provides Canadian issuers a streamlined opportunity to more easily gain access to U.S.  Capital Markets for both financing needs and other strategic reasons, including the opportunity for Canadian issuers to be listed on a U.S.…

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New York State’s Marijuana Regulation and Taxation Act

On March 30, 2021, the New York State Assembly and State Senate approved the Marijuana Regulation and Taxation Act (MRTA) legalizing, taxing, and regulating recreational marijuana in New York State.  The following day, the Governor signed MRTA into law, marking the end of the battle between lawmakers over recreational cannabis in New York, and setting…

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