Bevilacqua PLLC

Taking Your Company Public: A Key Milestone

Deciding to take a company public through an IPO or an APO is a significant milestone for any business owner. This process, while complex, opens doors to raising capital, expanding operations, and ensuring long-term viability.

At Bevilacqua PLLC, we bring over two decades of securities and transactional law experience to guide you seamlessly through the journey of becoming a public company. Our comprehensive representation covers every aspect, from initial planning to the final public offering, ensuring your transition is smooth and successful.

Why Go Public?
• Access to Capital: Raise funds for development and debt repayment.
• Increased Exposure: Enhance your company's public perception and status.
• Attract Top Talent: Offer employee equity options to draw in top-tier professionals.
• Growth Opportunities: Use share capital for acquisitions and expansion.

Challenges to Consider:
• Regulatory Compliance: Adhering to expanded disclosure and compliance requirements.
• Operational Costs: Managing increased expenses and operating costs.
• Public Scrutiny: Navigating the pressures of public performance and potential litigation risks.

https://www.bevilacquapllc.com/practice-areas/going-public/

At Bevilacqua PLLC we pride ourselves on being constant professionals and adding value for every client that we serve.

We take our responsibility for providing compelling, reliable, and cost-effective legal services very seriously and strive to develop long-term partnerships as well as optimal results.

https://www.bevilacquapllc.com/

Had a great time last week in Naples having dinner with William G. Schmitt, CPA

SEC Awards More Than $37 Million to a Whistleblower

The Securities and Exchange Commission today announced an award of more than $37 million to a whistleblower who provided information not previously known to the SEC and which significantly contributed to a successful enforcement action. The whistleblower also met with Enforcement staff and identified potential witnesses and documents, which conserved staff time and resources.

“Today’s award illustrates the importance of the SEC’s whistleblower program, as the whistleblower’s information helped the agency return millions of dollars to harmed investors,” said Creola Kelly, Chief of the SEC’s Office of the Whistleblower.

Read the full story here:
https://www.sec.gov/newsroom/press-releases/2024-85

Experts Say The Future Of Capital Markets Will Have Three Drivers

The future of capital markets will be driven by three key factors: the transfer of wealth, the rise of retail investors, and advancements in AI and technology. Firstly, the generational wealth transfer from baby boomers to millennials and Gen Xs, estimated at $84 trillion by 2045, will reshape investment structures and drive innovation in asset accessibility. Secondly, the democratization of investing has empowered retail investors, creating significant opportunities in private capital markets despite declining IPO volumes. Finally, AI and technology will further transform the industry by enhancing real-time access, standardization, and investor education, while also necessitating the upskilling of talent and introducing new regulatory challenges.

https://www.forbes.com/sites/robertreiss/2024/07/15/experts-say-the-future-of-capital-markets-will-have-three-drivers/

IPO Rebound Looks to Continue in Second Half of 2024

Since Nasdaq launched its IPO Pulse Index at the start of the year, it’s been signaling an upswing in initial public offering (IPO) activity. Now that we are at the midpoint of the year, it is interesting to see how IPO activity has actually fared!

The good news is that the index reveals more IPOs this year, and on a trade-weighted average, performance since IPO date has been positive.

99 IPOs across nine sectors… and S**Cs are back?

https://www.nasdaq.com/articles/ipo-rebound-looks-continue-second-half-2024

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Southeast Asia’s IPO market fell drastically in the first half, but AI listings could revive it

• The number of listings slid 21.2% year on year to 67, while the amount raised from these IPOs dropping 59.4% year on year to $1.38 billion, a Deloitte report showed.
• Indonesia saw the most pronounced drop among all Southeast Asian countries.
• “While Southeast Asia’s IPO market may appear subdued in 2024, there is cautious optimism that conditions will improve beyond 2024,” said Tay Hwee Ling, Deloitte’s Southeast Asia accounting & reporting assurance leader.

https://www.cnbc.com/2024/07/08/southeast-asia-ipo-market-fell-significantly-in-h2-2024-deloitte.html

4 Must-Do CEO Moves If the Initial Public Offering Market Stays Shut

Startups must reengineer operations to grow profitably. Generative AI could help.

Since 2021, the market for initial public offerings has virtually shut down. There is little hope the IPO market will come back to the more robust levels it reached in 2021 -- let alone the record levels reached during the dot-com boom.

Full story here:
https://www.inc.com/peter-cohan/4-must-do-ceo-moves-if-initial-public-offering-market-stays-shut.html

Happy 4th of July from Bevilacqua PLLC! Wishing everyone a day filled with celebration and joy.

At least four companies launch Hong Kong IPOs to raise about $500 million

At least four companies ranging from a U.S.-based jet manufacturer to a Chinese generative AI firm launched Hong Kong initial public offerings on Friday to raise up to $500 million, according to their regulatory filings.

Full story here: https://www.reuters.com/markets/deals/least-four-companies-launch-hong-kong-ipos-raise-about-500-million-2024-06-28/

Meet Our Professionals: Pamela Zdunek - Senior Counsel

Pam Zdunek brings over 15 years of experience in , , and , having worked with major international law firms and in-house. At Bevilacqua PLLC, she continues her impactful practice in and .

Pam has an impressive background, having previously practiced in the Global Finance group at Sidley Austin LLP and represented issuers and investment banks in public offerings, private placements, and securities law compliance. She graduated Magna Cum Laude and Phi Beta Kappa from DePauw University and obtained her Juris Doctor degree from Southern Methodist University, where she was a member of the Order of the Coif.

Pam’s extensive expertise and dedication make her an invaluable asset to our team.

https://www.bevilacquapllc.com/our-professionals/pam-zdunek/

'Mega tech IPOs' could finally come in 2025, Nasdaq president says

The tech-heavy has seen 19% returns this year, outpacing the S&P 500

As hype around artificial intelligence shows little signs of slowing, next year could be a massive year for tech firms making their debuts on the public market.

https://qz.com/tech-ipos-ai-nasdaq-president-2025-185155166

Attend the Reg A & Crowdfunding conference - in person or virtually - happening tomorrow!

When: Thursday, June 20
Where: Westchester Country CLub, New York
What: Making Crowdfunding Campaigns Stand Out from the Crowd - Understanding your target audience to craft a compelling story that resonates

Register: https://regaconference.com/

LinkedIn page: https://www.linkedin.com/events/therega-crowdfundingconference7184665541733720065/about/

Speakers:
Manuj Grover - Public Yield Capital
Jason Cherubini, DBA, CPA, CMA - Dawn's Light Media
David Shapiro - B2i Digital
Jason Fishman - Digital Niche Agency
Seth Farbman – Vstock Transfer / Share Media

The Reg A & Crowdfunding Conference is the largest annual gathering place for online investment platforms, brokers, legal and financial advisors, investors, and other dealmakers involved in Reg A and crowdfunding deals.

This event is also well attended by private and public companies looking to raise capital using Reg A and Reg CF. These issuers are an important part of the conference since many come looking to learn, as well as to build relationships and engage professional services.

Hyundai doubles down on India with that could be country's biggest

South Korean listing to be the 1st by a carmaker since Maruti Suzuki's in 2003

Hyundai Motor's India unit on Saturday sought regulatory approval for a stock market listing in Mumbai that could be the nation's biggest.

The application calls for the South Korean parent to sell a stake of up to 17.5% in the company.

The IPO would make the Hyundai unit the country's first carmaker to go public in two decades, since Maruti Suzuki did so in 2003. It would also come with Indian stocks trading near record highs.

FULL STORY: https://asia.nikkei.com/Business/Markets/IPO/Hyundai-doubles-down-on-India-with-IPO-that-could-be-country-s-biggest

Why Companies Change Exchanges

In global finance, where billions of dollars change hands with a few clicks of a button, a company's choice of stock exchange affects its visibility, prestige, and access to capital. For many decades, being listed with the New York Stock Exchange ( ), now owned by the Intercontinental Exchange ( ), was synonymous with being a blue-chip, leading company, and its reputation continues to draw companies worldwide. However, even the NYSE sees firms leave for other exchanges.

Some companies may list their initial public offering ( ) with the Nasdaq ( ) or , only later to question whether their listing still aligns with their strategic goals. In this ever-evolving landscape, why would a company leave an exchange and seek a new home for its shares? Why is this often done involuntarily for the company involved? As we explore the reasons behind these critical decisions, we'll explain what drives companies to switch exchanges and the potential benefits and drawbacks of such moves.

https://www.investopedia.com/financial-edge/0712/why-companies-change-exchanges.aspx

The Shortcut That Allows Risky Startups to Raise Billions From Rookie Investors

Crowdfunded companies pull in cash through sleek social-media promotions and mentions of Elon Musk

Risky startups with a flair for digital marketing are using a regulatory exemption that allows them to hype their moonshot products and raise huge sums of money from individual investors.

Two companies with completely different products—one is designing three-wheel solar cars, the other builds tiny houses that unfold like tents—exemplify this growing segment of the market, known as crowdfunding.

Full story:
https://www.wsj.com/business/entrepreneurship/the-shortcut-that-allows-risky-startups-to-raise-billions-from-rookie-investors-70509a25

Equity Listings in Dallas Are No Laughing Matter

Competition for trading volumes is nothing new, but winning more listings would be truly disruptive.

Equities have been traded in Dallas long enough to be an old Wall Street punchline. But equities being listed in Dallas? New York might not find that so funny.

A group backed by BlackRock and Citadel Securities is planning to launch a share-trading venue to be based in Dallas and called the Texas Stock Exchange. It will be an electronic exchange on which companies can also list their shares.

https://www.wsj.com/finance/stocks/equity-listings-in-dallas-are-no-laughing-matter-a0908e2c?mod=e2li

The SEC’s Order Against BF Borgers: Steps For U.S. Companies To Take To Deal With The Fallout

On May 3, 2024, the Securities and Exchange Commission (the “SEC”) issued an order instituting settled administrative and cease-and-desist proceedings (the “Order”) against audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers, CPA (individually and together, “BFB”). The Order has significant implications for U.S. companies that have used or are currently using BFB as an auditor.

The SEC’s Order Against BF Borgers: Steps for U.S. Companies to Take to Deal with the Fallout - Bevilacqua PLLC The SEC’s Order Against BF Borgers: Steps for U.S. Companies to Take to Deal with the Fallout Is your business in need of legal services? Contact the business lawyers at Bevilacqua PLLC today. (202) 869-0888.

How To Invest In An IPO

Initial public offerings (IPOs) on the London Stock Exchange are back in the headlines. This is welcome news for a sector that has been languishing in the doldrums over the past year.

Raspberry Pi, the Cambridge-based, low-cost computing company, is planning to float on the premium segment of the London stock market this month in a listing ultimately valuing the company at around £540 million.

But it will be completely overshadowed if Shein, the China-founded online fashion company, confirms rumours that it too is planning a blockbuster £50 billion London IPO of its own.

Here’s a closer look at IPOs, including the potential benefits and risks for investors.
https://www.forbes.com/uk/advisor/investing/how-to-invest-in-an-ipo/

🚀 𝐄𝐱𝐜𝐢𝐭𝐢𝐧𝐠 𝐍𝐞𝐰𝐬 𝐟𝐨𝐫 𝐒𝐭𝐚𝐫𝐭𝐮𝐩𝐬, 𝐄𝐧𝐭𝐫𝐞𝐩𝐫𝐞𝐧𝐞𝐮𝐫𝐬, 𝐚𝐧𝐝 𝐌𝐨𝐫𝐞! 🚀

We are pleased to announce the release of Bevilacqua PLLC’s latest white paper: "𝐒𝐞𝐜𝐮𝐫𝐢𝐭𝐢𝐞𝐬 𝐎𝐟𝐟𝐞𝐫𝐢𝐧𝐠𝐬 𝐔𝐧𝐝𝐞𝐫 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐢𝐨𝐧 𝐂𝐫𝐨𝐰𝐝𝐟𝐮𝐧𝐝𝐢𝐧𝐠, 𝐖𝐡𝐚𝐭 𝐘𝐨𝐮 𝐒𝐡𝐨𝐮𝐥𝐝 𝐊𝐧𝐨𝐰" written by Capital Markets Attorney Patrick Costello.

This white paper is a must-read for any company, startup, or entrepreneur looking to leverage a Regulation Crowdfunding offering to grow their business. Inside, you will find:

• 𝐊𝐞𝐲 𝐫𝐞𝐪𝐮𝐢𝐫𝐞𝐦𝐞𝐧𝐭𝐬 𝐚𝐧𝐝 𝐚𝐝𝐯𝐚𝐧𝐭𝐚𝐠𝐞𝐬 of Regulation Crowdfunding
• 𝐈𝐧𝐬𝐢𝐠𝐡𝐭𝐟𝐮𝐥 𝐚𝐧𝐚𝐥𝐲𝐬𝐢𝐬 of costs and offering timelines
• 𝐃𝐢𝐫𝐞𝐜𝐭 𝐥𝐢𝐧𝐤𝐬 to relevant sections of Regulation Crowdfunding

Whether you’re just starting your crowdfunding journey or looking to fine-tune your offering strategy, this white paper is packed with valuable insights to help you navigate the landscape with confidence.

For a general summary of the white paper’s contents, and to learn how you can download the white paper, click here: https://www.bevilacquapllc.com/download-our-white-paper-on-securities-offerings-under-regulation-crowdfunding/

Download Our White Paper on Securities Offerings Under Regulation Crowdfunding - Bevilacqua PLLC Download Our White Paper on Securities Offerings Under Regulation Crowdfunding Is your business in need of legal services? Contact the business lawyers at Bevilacqua PLLC today. (202) 869-0888.

SEC wants to ensure investment advisory industry is clear about AI

The future of the investment and financial advisory services is going to include artificial intelligence, of that we can be certain. But how is the use of AI going to shape the regulatory landscape?

With a recent Broadridge study showing that 75% of financial services firms are confident in their tech roadmap and wealth managers planning a 28% hike in their investment in AI technologies, regulators are keen to avoid a spike in compliance issues.

The SEC’s Investor Advisory Committee is holding a virtual public meeting on June 6 with a roundtable discussion titled ‘AI Regulation: Embracing the Future.’ It will examine the pros and cons of using AI and how the SEC will help practitioners navigate matters such as disclosures, data controls, bias, and education to ensure ethical and responsible AI practices within the existing regulatory framework and within any new guidance or rules.

Full article: https://www.investmentnews.com/industry-news/news/sec-wants-to-ensure-investment-advisory-industry-is-clear-about-ai-254046

Bevilacqua PLLC is proud to share that our partner Kevin (Qixiang) Sun 孙启翔) recently attended Solowin Holdings and Sequire’s Asia Investor Summit in Hong Kong.

Kevin participated in the panel on "Asian Based Companies Listing on Hong Kong and US Exchanges," discussing regulatory frameworks, cross-border investment strategies, and capital market trends.

The summit, with over 300 senior representatives from various financial sectors, provided valuable insights and networking opportunities.

Our participation underscores our commitment to staying at the forefront of global market developments to better serve our clients.

Speedier Wall Street Trades Are Putting Global Finance On Edge

Firms of all stripes are preparing for the imminent shift to faster US stock settlement — and the issues it may bring.

Spurred on by the original meme-stock frenzy, the Securities and Exchange Commission is pushing the shift to reduce the chance of something going wrong between when a trade is executed and when it’s settled. But the switch to what’s known as T+1 comes with risks of its own.

https://www.bloomberg.com/news/articles/2024-05-19/new-t-1-rule-is-speeding-up-settlement-time-and-wall-street-is-worried?sref=TCiZXXHA

Congratulations to Amanda Hawthorne and Yue Zou on their well-deserved promotions to Senior Associate at Bevilacqua PLLC!

Amanda and Lucy have consistently demonstrated exceptional dedication, expertise, and a commitment to excellence in their legal practice. Their hard work, innovative thinking, and client-centric approach have contributed to our firm's success.

We are thrilled to see their growth and are confident they will continue excelling in their new roles.

www.bevilacquapllc.com

At Bevilacqua PLLC, we provide dynamic legal solutions to fuel your business ambitions.

Our experienced team is committed to delivering impactful results.

Contact us at (202) 869-0888 to learn how we can support your success.

https://www.bevilacquapllc.com/

Meet our Professionals!

Mary Sheridan
Senior Counsel
📞 (202) 869-0888 x 104
✉️ [email protected]

Mary Sheridan brings over 20 years of expertise in , corporate compliance and ethics, and general . Her career includes roles at a boutique law firm and as a senior associate in the Corporate Finance group at Skadden, Arps, Slate, Meagher & Flom, LLP, where she specialized in capital markets and corporate transactions.

Ms. Sheridan represents clients in public offerings and private placements of equity and debt securities, including private placements under Rule 506(c) of the Securities Act, offerings under Title III of the JOBS Act, and Regulation CF and Regulation A+ offerings. Ms. Sheridan also frequently represents as underwriter for initial public offerings, follow-on offerings or as placement agent for transactions. She also handles mergers and acquisitions and general corporate matters, assisting clients with SEC filings, corporate governance, and interactions with security holders and regulatory bodies. Often acting as underwriter counsel for public offerings, she manages related filings.

Additionally, Ms. Sheridan advises on the design and implementation of ethics and compliance programs, developing codes of conduct, whistleblower procedures, insider trading policies, confidentiality policies, and document retention programs.

Ms. Sheridan graduated Cum Laude with a Juris Doctor degree from St. John's University School of Law, where she was an editor of the St. John’s Law Review. Her extensive experience and dedication significantly enhance our team at Bevilacqua.

New blog post!

Shareholder Activism Over AI Amplifies The Need For Meaningful AI Governance

By Steven Aquino, Counsel

Artificial Intelligence is flourishing – along with the public’s understanding of its benefits and pitfalls. With its efficiencies and breakthroughs come ethical and intellectual property issues, potential misinformation and “hallucinations,” data privacy concerns and transparency and disclosure challenges.

Shareholders at media and tech giants are noticing these risks and have started to push for more transparency and governance over companies’ use of AI. Over the last two quarters, investors and labor groups at companies like Amazon, Meta, Alphabet, Apple, Microsoft, Warner Bros. Discovery, and Netflix have made proposals for the adoption of a number of AI-focused guardrails, including forming an AI committee, risk reports, and creating board oversight of company AI use.

https://www.bevilacquapllc.com/shareholder-activism-over-ai-amplifies-the-need-for-meaningful-ai-governance/?mc_cid=3fe8911e9e&mc_eid=a0afcc50d2

In a First, SEC Awards Whistleblower who Appealed Denial Before Court of Appeals

For the first time, the U.S. Securities and Exchange Commission (SEC) awarded a whistleblower after the whistleblower appealed a denial before the U.S. Court of Appeals.

On April 3, the SEC issued an order granting a whistleblower award of more than $2,000,000 to one whistleblower and an award of over $400,000 to another. Both whistleblowers voluntarily provided original information which contributed to a successful enforcement action.

Under the SEC Whistleblower Program, qualified whistleblowers are eligible to receive awards of 10-30% of the proceeds collected in the enforcement action connected with their disclosure.

Read the full article:
https://whistleblowersblog.org/corporate-whistleblowers/sec-whistleblowers/in-a-first-sec-awards-whistleblower-who-appealed-denial-before-court-of-appeals/