The SEC’s Proxy Rules

Most public companies hold a stockholders’ meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Shareholder voting on takes place either in person or by proxy.

Proxy solicitation is governed by a number of rules and regulations including: (i) state corporate law; (ii) stock exchange listing requirements; (iii) SEC

Canadian Multijurisdictional Disclosures In Going Public Transactions

The Multijurisdictional Disclosure System (“MJDS”) was adopted in July 1991 by the U.S. Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators to facilitate cross-border public offerings of securities between the U.S. and Canada. The Multijurisdictional Disclosure System provides Canadian issuers with attractive options for accessing the U.S. capital markets in their going public transactions.

In many going public transactions, Canadian issuers can register their securities offerings in the U.S. using a Canadian prospectus, in accordance with Canadian disclosure requirements.   Further,

Going Public Transactions Increase in 2013

Form S-1 registration statements covering Initial Public Offerings (“IPOs”) and going public transactions are in an upswing once again.  As one consequence of the economic crisis of 2008, many qualified companies chose to postpone or entirely avoid going public and filing registration statements with the SEC.  Wall Street cheered statistics from October 2013, which show that 33 companies rose more than $12 billion in the course of the month.  That is the greatest number of U.S. IPOs embarked upon in a single month since 2007.

Many of those IPOs were sponsored by private equity firms. 

How Rule 506 Changed EB-5 Offerings

The EB-5 visa program was created by the U.S. Congress as part of the Immigration Act of 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors.

Under the EB-5 program, foreign investors can obtain EB-5 visas designated by the U.S. Citizenship and Immigration Services (USCIS) to gain lawful residency in the U.S. for themselves and their immediate family in exchange for a capital investment of at least $500,000 in a qualified U.S. business enterprise.