CapitalXchange https://capx.cooley.com Legal insight for the capital markets Wed, 09 Sep 2026 16:08:45 +0000 en-US hourly 1 https://wordpress.org/?v=7.1 https://capx.cooley.com/wp-content/uploads/2025/08/cropped-pattern-wide-13-blue-32x32.png CapitalXchange https://capx.cooley.com 32 32 238415165 Exchange Listings: Rule and Infrastructure Watchlist for Late-Stage and Public Companies https://capx.cooley.com/2026/09/09/exchange-listings-rule-and-infrastructure-watchlist-for-late-stage-and-public-companies/ Wed, 09 Sep 2026 16:02:57 +0000 https://capx.cooley.com/?p=3668 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 updates may affect the path to listing for some types of companies and the path to delisting…

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]]> 3668 Modernizing IPOs and Public Capital Raising: Cooley Weighs In https://capx.cooley.com/2026/09/02/modernizing-ipos-and-public-capital-raising-cooley-weighs-in/ Wed, 02 Sep 2026 16:00:15 +0000 https://capx.cooley.com/?p=3657 As discussed in this June 2026 CapitalXchange blog, the SEC has proposed rule changes aimed at expanding access to the shelf registration framework and simplifying eligibility criteria. If the rule is adopted and works as intended, it would make it easier for many companies to conduct delayed and continuous offerings, including at-the-market offerings – although there are some important caveats…

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]]> 3657 Securities Class Action Trends: AI Filings Surge, Alleged Losses and Settlement Values Climb https://capx.cooley.com/2026/08/26/securities-class-action-trends-ai-filings-surge-alleged-losses-and-settlement-values-climb/ Wed, 26 Aug 2026 16:00:00 +0000 https://capx.cooley.com/?p=3630 Here’s the intro from a recent Securities Litigation + Enforcement alert penned by our Cooley colleagues Tijana Brien, Brett De Jarnette, Brian French and Bingxin Wu: Check out the full alert for details on each of these key findings…

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]]> 3630 Nasdaq 23/5 Trading: What Changes for Corporate Actions – and What Doesn’t https://capx.cooley.com/2026/08/19/nasdaq-23-5-trading-what-changes-for-corporate-actions-and-what-doesnt/ Wed, 19 Aug 2026 16:00:00 +0000 https://capx.cooley.com/?p=3628 Nasdaq currently expects to begin 23/5 trading on December 6, 2026, subject to industry readiness and completion of related rule changes. The Governance Beat has a useful overview of Nasdaq’s FAQs on global trading hours. This post addresses a narrower question for Nasdaq-listed companies: Will Nasdaq’s expanded rule on trading halts change how companies approve, notice and implement corporate…

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]]> 3628 Choosing Your Corporate Home: A Trade-Off Guide for Founder-Led Tech Companies https://capx.cooley.com/2026/08/12/choosing-your-corporate-home-a-trade-off-guide-for-founder-led-tech-companies/ Wed, 12 Aug 2026 16:00:00 +0000 https://capx.cooley.com/?p=3626 This post is the first in a series updating our February 2026 comparative playbook on conflicted transactions in Delaware and Nevada. The original playbook explained how each state handles transactions involving insiders, investor-appointed directors and controlling stockholders – and outlined process steps that can reduce litigation risk. Here, we add Texas to the picture and address the broader…

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]]> 3626 Nasdaq’s New Initial Listing Criteria for “China-Based Issuers”: Threshold Questions and Deal Considerations https://capx.cooley.com/2026/08/05/nasdaqs-new-initial-listing-criteria-for-china-based-issuers-threshold-questions-and-deal-considerations/ Wed, 05 Aug 2026 16:00:00 +0000 https://capx.cooley.com/?p=3622 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 on June 14, 2026. The rule requires covered companies that are listing in connection…

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]]> 3622 Cooley Market Talks – The Technology Outlook: H2 2026 and Beyond https://capx.cooley.com/2026/07/29/cooley-market-talks-the-technology-outlook-h2-2026-and-beyond/ Wed, 29 Jul 2026 16:00:00 +0000 https://capx.cooley.com/?p=3619 Public capital markets are back in the strategic conversation for technology companies. The change is not limited to better IPO windows. Companies have a broader set of financing choices, investors are showing an appetite for large growth stories, and a credible public market path can give boards more leverage as they evaluate M&A and private financing alternatives. That was the backdrop for…

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]]> 3619 Make IPOs Great Again: Can Being Public Really Be This Simple? https://capx.cooley.com/2026/07/01/make-ipos-great-again-can-being-public-really-be-this-simple/ Wed, 01 Jul 2026 16:00:00 +0000 https://capx.cooley.com/?p=3595 In addition to the SEC’s recent rule proposals covered in this June 24, 2026 CapitalXchange blog, the SEC staff has made a number of procedural changes and interpretive updates since January 2025. The staff-level changes are consistent with – and in some cases served as a prelude to – the Commission-level rulemaking. All the activity is aimed at simplifying rules and easing administrative…

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]]> 3595 Make IPOs Great Again: Your First Look at How the Rulemaking Pieces Fit Together https://capx.cooley.com/2026/06/24/make-ipos-great-again-your-first-look-at-how-the-rulemaking-pieces-fit-together/ Wed, 24 Jun 2026 16:30:00 +0000 https://capx.cooley.com/?p=3585 IPO activity is building across sectors, and the Securities and Exchange Commission is ready to meet the moment. Over the past month or so, the SEC has put forward a series of reforms – touching capital markets access, scaled disclosure accommodations, reporting cadence, climate disclosure and enforcement practice. This Commission-level activity builds on interpretive updates delivered at the…

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]]> 3585 No Pause: Lessons from Concurrent Transactions on the IPO Path https://capx.cooley.com/2026/05/27/no-pause-lessons-from-concurrent-transactions-on-the-ipo-path/ Wed, 27 May 2026 18:00:00 +0000 https://capx.cooley.com/?p=3573 When a late-stage company decides to pursue an IPO, the conventional expectation is that other major transactions – such as acquisitions and financings – either precede or follow. But in some cases, the market and business circumstances demand otherwise. This case study on HawkEye 360’s fast-paced path to public can help boards, executives and advisors see how overlapping initiatives play out in…

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]]> 3573 CapitalXchange Audio – How Proxy Season Is Changing https://capx.cooley.com/2026/05/20/capitalxchange-audio-how-proxy-season-is-changing/ Wed, 20 May 2026 16:00:00 +0000 https://capx.cooley.com/?p=3547 In this 16-minute CapitalXchange interview, Michael Mencher and Vince Flynn flagged regulatory and investor updates to watch in light of Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with…

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]]> 3547 CapitalXchange Audio – Whys and Hows of Annual Meetings of Shareholders https://capx.cooley.com/2026/05/14/capitalxchange-audio-whys-and-hows-of-annual-meetings-of-shareholders/ Thu, 14 May 2026 16:00:00 +0000 https://capx.cooley.com/?p=3544 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about how newly public companies are navigating annual meetings of shareholders, based on Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those…

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]]> 3544 The SEC’s Semiannual Reporting Proposal: Key Takeaways for Companies https://capx.cooley.com/2026/05/13/the-secs-semiannual-reporting-proposal-key-takeaways-for-companies/ Wed, 13 May 2026 16:56:27 +0000 https://capx.cooley.com/?p=3568 The SEC has issued its long-awaited proposal to permit semiannual reporting for US public companies. In this Cooley alert, we share a summary of how the rules would work if adopted as proposed. We also flag open questions that the SEC’s final release may address and issues for companies to consider if semiannual reporting becomes an option. Here are the key takeaways: The proposal would…

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]]> 3568 Nasdaq Raises Bar for SPAC IPOs: What Deal Teams Need to Know https://capx.cooley.com/2026/05/06/nasdaq-raises-bar-for-spac-ipos-what-deal-teams-need-to-know/ Wed, 06 May 2026 16:29:04 +0000 https://capx.cooley.com/?p=3561 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 will discuss in more detail soon – a thriving public market depends on more than deregulation…

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]]> 3561 Cooley Market Talks – AI and the New Capital Dynamic: IPOs, M&A and What Comes Next https://capx.cooley.com/2026/04/29/cooley-market-talks-ai-and-the-new-capital-dynamic-ipos-ma-and-what-comes-next/ Wed, 29 Apr 2026 17:34:16 +0000 https://capx.cooley.com/?p=3557 With AI transforming capital-raising dynamics and M&A strategies, our clients are navigating a dynamic moment. Yesterday, Cooley Partners Jamie Leigh and Dave Peinsipp were joined by Nicole Irvin and Todd Ebe of Goldman Sachs to discuss how rapidly evolving risks and opportunities are shaping corporate strategy and market activity. If you missed the Cooley Market Talks webcast…

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]]> 3557 Improving Public Company Disclosure Requirements: Cooley Weighs In https://capx.cooley.com/2026/04/22/improving-public-company-disclosure-requirements-cooley-weighs-in/ Wed, 22 Apr 2026 17:19:51 +0000 https://capx.cooley.com/?p=3542 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 a detailed comment letter to the Commission urging a comprehensive recalibration of disclosure requirements. With nearly 1,400 lawyers in 19 global offices, Cooley has advised companies and underwriters on…

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]]> 3542 New Guide: Running a (Successful) Dual-Track Process https://capx.cooley.com/2026/04/01/new-guide-running-a-successful-dual-track-process/ Wed, 01 Apr 2026 16:00:00 +0000 https://capx.cooley.com/?p=3534 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 played out that way, but current market uncertainties have bolstered the accuracy of another prediction, which is that dual…

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]]> 3534 CapitalXchange Audio – Using Your Post-IPO Proxy Statement as a Communication Tool  https://capx.cooley.com/2026/03/25/capitalxchange-audio-using-your-post-ipo-proxy-statement-as-a-communication-tool/ Wed, 25 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3504 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about proxy disclosure trends noted in Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are…

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]]> 3504 Debrief: SEC’s 45th Annual Small Business Forum https://capx.cooley.com/2026/03/18/debrief-secs-45th-annual-small-business-forum/ Wed, 18 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3510 Last week, the SEC held one of its most anticipated annual events – the Small Business Forum – which serves as both a status check and brainstorming session for capital formation issues affecting emerging and newly public companies. The forum gives business leaders, practitioners, and other members of the public an opportunity to weigh in on capital-raising policy recommendations that will be…

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]]> 3510 CapitalXchange Audio – What to Know as Your Institutional Investor Base Grows https://capx.cooley.com/2026/03/11/capitalxchange-audio-what-to-know-as-your-institutional-investor-base-grows/ Wed, 11 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3498 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about investor issues gleaned from Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are…

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