USA Law and Practice Contributed by: G. J. Ligelis Jr., Christopher K. Fargo, Alyssa K. Caples and Margaret T. Segall, Cravath, Swaine & Moore LLP
panies must comply with notification requirements at certain notification thresholds, as provided by the size-of-transaction and size-of-person tests. For more detail see 6. Antitrust/Competition . Bureau of Economic Analysis For survey purposes, US companies are required to report inbound FDI transactions to the Bureau of Eco - nomic Analysis (the “BEA”) for the BE-13 survey on new FDI in the USA within 45 days of an acquisition of a company being completed, or a legal entity being established or expanded, in each case, if the transac - tion was consummated either: • by a “foreign person” or entity; or • by an existing US entity with a foreign entity hold - ing a controlling stock interest (defined as 10% or more of voting securities) in the respective US affiliate. The US equity markets accounted for 35% of the global equity market capitalisation, as of the third fiscal quarter of 2025, and US fixed income markets accounted for 32% of the global fixed income market, as of the third fiscal quarter of 2025. The main equity markets and exchanges in the USA are the New York Stock Exchange (the “NYSE”) and the Nasdaq Stock Market (the “Nasdaq”). In 2025, equity issuances on US capital markets, as of the third fiscal quarter of 2025, represented a total of USD185.9 billion, an increase of 16% from USD160 billion in the same period in 2024, and the value of ini - tial public offerings (IPOs), as of the third fiscal quarter of 2025, represented a total of USD27.2 billion, an increase of 21% from USD22.5 billion in the same period in 2024. 5. Capital Markets 5.1 Capital Markets Overview Structure As of the first three fiscal quarters of 2025, the issu - ance of corporate debt, asset-backed securities and mortgage-backed securities amounted to an approxi - mate total of USD3,068.7 billion, an increase of 8% from USD2,835.7 billion in the same period in 2024.
Bank debt and capital markets debt are generally highly accessible in the USA and are common sources of financing. Direct lending has also become another important source of funding, particularly for highly lev - eraged transactions. US private markets are highly active and venture capi - tal is widely available to nurture the growth of private companies. In recent years, the strength of the private market has allowed companies to hold off on IPOs as US private companies can often meet their financing needs without relying on public capital. Regulation The SEC regulates the US public capital markets. The SEC is an independent US government agency that sets out the requirements for public companies to dis - close financial and other information to the public and has civil enforcement authority for violations of the securities laws. The SEC is also responsible for over - seeing the securities exchanges, brokers and deal - ers, investment advisers and mutual funds. To trade securities on the US exchanges, an issuer must be registered with the SEC and accepted for listing on an exchange. In addition, the NYSE and the Nasdaq require listed companies to adhere to certain corporate governance standards, including with respect to directors’ inde - pendence and the implementation of an audit com - mittee. 5.2 Securities Regulation Securities Act of 1933 The Securities Act of 1933 and the rules and regu - lations promulgated thereunder (collectively, the “Securities Act”) regulate the issuance of securities in the USA and set out the registration requirements for issuances of securities and the exemptions there - from. The Securities Act is designed to protect inves - tors in issuances of new securities and to ensure full and fair disclosure to investors before they make an investment decision. Issuers may be exempted from the registration requirements, as is the case for most private investments if certain requirements are met.
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