Form S-1 After the IPO: SEC Clarifies Incorporation by Reference
By Liz Dunshee For companies that are ineligible to use Form S-3 – e.g., because they do not yet meet the seasoning requirement under current rules or are otherwise ineligible – Form S-1 remains part of the capital-raising toolkit. For example, newly public companies may use Form S-1 for a […]
Exchange Listings: Rule and Infrastructure Watchlist for Late-Stage and Public Companies
By Liz Dunshee Back in January, I wrote about Nasdaq’s “life-changing magic of tidying up” as the exchange tightened several initial and continued listing standards. Since then, some proposals became rules, one significant continued-listing rule is on hold, and NYSE and NYSE American have made a few changes too. These […]
Nasdaq’s New Initial Listing Criteria for “China-Based Issuers”: Threshold Questions and Deal Considerations
By Liz Dunshee In my January overview of Nasdaq’s market-quality proposals, I flagged proposed heightened initial listing standards for companies based in China, Hong Kong and Macau, which Nasdaq refers to as “China-based Issuers.” The SEC approved the revised rule on May 14, 2026, and Nasdaq Rule 5210(l) became operative […]
Nasdaq Raises Bar for SPAC IPOs: What Deal Teams Need to Know
By Liz Dunshee Even as the SEC works to ease disclosure requirements for public companies in an effort to “Make IPOs Great Again” – for example, through yesterday’s proposal to permit semi-annual (rather than quarterly) reporting, which my colleague Broc Romanek summarized in Cooley’s Governance Beat blog and which we […]
Improving Public Company Disclosure Requirements: Cooley Weighs In
By Liz Dunshee, Brad Goldberg, Reid Hooper, Justin Kisner, Michael Mencher, Victoria Peluso, Beth Sasfai, Sarah Sellers, Amanda Weiss The SEC is rethinking multiple aspects of its rule book – in ways that could meaningfully improve IPOs and the public company experience. As part of this effort, Cooley recently submitted […]
New Guide: Running a (Successful) Dual-Track Process
By Liz Dunshee With Q1 under our belts, I am revisiting some of the predictions I shared in December from the Berkeley Fall Forum on Corporate Governance. At that time, people were hoping that 2026 would be a year of stability for the political and macroeconomic environment. It hasn’t quite […]
Going Public? Know These Seven SEC Priorities for 2026
By Liz Dunshee, Reid Hooper and Tejal Shah As companies gear up for 2026, what happens at the SEC could smooth the path for public capital raising efforts. However, with “lessons learned” from the government-wide shutdown still fresh in our memories – and becoming relevant again as soon as January […]
Top Five Common S-1 Pitfalls – and How ‘Lazy Susan’ and IPO GO Can Help You Avoid Them
The banker bake-off is complete, the org meeting is behind you, and all that’s standing between you and your IPO is … well, a lot, not least of which is the registration statement on Form S-1 that has to be submitted to, filed with and declared effective by the Securities […]
Reincorporation: It’s All in the Timing
By Courtney Tygesson and Liz Dunshee For years, Delaware has been the default domicile for growing late-stage companies (and most companies generally, for that matter). For the reasons detailed in these CapitalXchange posts from June 2025 and September 2025, that may be changing. In the public company sphere, Analysis Group […]
Thursday’s Webcast: “What to Expect From the SEC Now That the Government Shutdown Has Ended”
By Liz Dunshee In the wake of the lengthiest government shutdown in history, questions remain about how the Securities and Exchange Commission staff is tackling its backlog of registration statements – and the potential impact on the SEC’s enforcement, rulemaking and disclosure review priorities. Tune in this Thursday, December 4, […]