News & Analysis as of

Acquisitions Registration Statement

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

Fenwick & West LLP on

Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

WilmerHale

SPAC Transaction Explosion Drives SEC Enforcement Focus

WilmerHale on

In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...more

Proskauer Rose LLP

SEC Proposes Rule Changes with Potential Benefits for REITs, Funds, and Business Development Companies

Proskauer Rose LLP on

The Securities and Exchange Commission ("SEC" or "Commission") recently proposed a number of changes to Regulation S-X and related rules and forms that could significantly streamline the requirements for filing financial...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Changes to Financial Disclosure Requirements for Acquisitions and Dispositions

On May 3, 2019, the Securities and Exchange Commission (SEC) proposed extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The proposed amendments are intended to reduce...more

Bass, Berry & Sims PLC

Complexities of Issuing Public Company Stock in Acquisitions of Private Companies

Bass, Berry & Sims PLC on

As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets Alert: SEC Approves NYSE Rules to Facilitate Direct Listings

On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more

Akin Gump Strauss Hauer & Feld LLP

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Sheppard Mullin Richter & Hampton LLP

Justice Friedman Allows Breach of Fiduciary Duty Claim to Proceed Against Corporate Directors Under Delaware Law

In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law, denied a motion to dismiss plaintiff AP Services,...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

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