US SEC Brings in Top Gun Lawyer to Promote IPOs, Expand JOBS Act


May 15–The US Securities & Exchange Commission (SEC), following policy goals advanced by the Trump administration, is sharpening its focus on encouraging private companies to go public via IPOs. Towards that effort, veteran Silicon Valley tech deal lawyer Bill Hinman, a former partner of Simpson Thacher & Bartlett who has guided the likes of among others, Apple Inc (NASDAQ:AAPL), Alphabet Inc. (NASDAQ: GOOGL) and Facebook Inc (NYSE:FB)  has been appointed Director of the SEC’s Corporation Finance division; the unit that oversees initial public offerings.  SEC Commissioner  Jay Clayton, who has called for scaling back requirements on listed firms and argued the government should make it “more attractive” to go public and according to Clayton, “Bill Hinman is the ideal man for the job.”

The top Corporation Finance Division post will be crucial because of the unit’s role in writing rules that govern public and private capital-raising.

In an interview, Mr. Hinman said “spurring more public offerings is a worthy goal of regulators, because investors benefit from the detailed public disclosures.” Hinman has also voiced his view towards further expanding the 2012 Jumpstart Our Business Startups Act. The law, also known as the JOBS Act, passed with bipartisan support and was hailed as the first sign that Washington understood how the internet could be used to help smaller companies raise money without turning to Wall Street.

“To the extent the SEC can make it more attractive and efficient to raise capital here, we are going to want to do that,” he said. “That is our primary focus and challenge going forward.”

Companies raised $2.1 trillion in private placements of stocks and bonds in 2014, compared with about $1.35 trillion for public sales of equity and debt, according to SEC figures. The decline in U.S. public listings has happened as fast-growing startups such as Uber Technologies Inc. and other “unicorns” have been able to get the cash they need from venture capitalists.

However much deal makers have lauded the SEC’s new-found resolve to promote public offerings, some market participants say they don’t see the problem that Mr. Clayton has said he wants to solve. “The real question is do small-growth companies have access to capital, and they do,” according to Robin Graham, managing director and head of technology, media and communications at Oppenheimer & Co. Inc. “It’s just in the private markets.”

According to Samuel Goldberg, a senior partner at, a firm that specializes in business plan writing, feasibility studies and the preparation of investor offering documents and guiding private companies throughout the course of both private placements and public capital raising initiatives, “Public markets are ultimately the holy grail for start-up companies; easing the complexities of public listing can prove helpful for those who have private investors seeking exit strategies and enabling share Issuers to attract a new and much broader universe of investors.”

Continue reading

Rottapharm, an Italian Drug Maker, Sets Price Range for IPO update courtesy of extracts from today’s NYT DealBook

LONDON — The Italian drug maker Rottapharm said on Tuesday that it expected an initial public offering (IPO) of its shares later this month to value the company at up to 1.8 million euros, or about $2.46 billion.


Rottapharm, which operates under the name Rottapharm|Madaus, said that it expected to price its offering of 50 million shares at €7.25 to €9 a share. The bottom end of the price range would value the company at about €1.45 billion.

The offering represents about 25 percent of Rottapharm’s share capital, and it expects to list on the Mercato Telematico Azionario of the Borsa Italiana exchange in Milan. The company said on Tuesday that Italian securities regulators had signed off on its listing.

“Through the IPO, we will have the opportunity to present to the financial community the innovative and distinctive values of our business model,” Luca Rovati, Rottapharm’s chairman and chief executive, said in a statement. “Our entry into the capital markets is consistent with our growth strategy through new acquisitions, the launch of new products and expansion into new markets.”

About 5 percent of the offering, or about 2.5 million shares, will be sold to retail investors in Italy. The rest will be sold to institutional investors. The offer can be increased by up to another 10 million shares, depending on demand.

The shares are being sold by an investment vehicle controlled by the Rovati family, Rottapharm’s owners. The family will remain the drug maker’s largest shareholder after the offering.

The offer period is expected to end on July 10.

Founded in 1961, Rottapharm is the maker of Dona, which is used to manage pain associated with osteoarthritis; Legalon, a treatment for liver disorders; and Reparil, an anti-inflammatory and pain reducer. The company employs more than 2,000 employees in 85 countries worldwide.

The full article can be found at NYT DealBook.