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Mergers Securities and Exchange Commission (SEC) Publicly-Traded Companies

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2024

Spotlight - Macquarie Ruling Raises the Bar for Securities Fraud Claims - Key Points - - On April 12, 2024, the U.S. Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie...more

Harris Beach PLLC

SEC’s First Quarter Rules: SPAC IPOs and Climate Disclosure Mandates

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In January and March 2024, respectively, the Securities and Exchange Commission (SEC) issued final rules concerning special purpose acquisition companies and mandatory climate-related disclosure. Each rulemaking was the...more

White & Case LLP

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

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On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights Special Edition: Women’s History Month

Celebrating Women’s History Month, we present a special edition of our quarterly Insights publication, highlighting the talent and insights of women at Skadden. The issue spotlights their authorship on such topics as the...more

Nutter McClennen & Fish LLP

Nutter Bank Report: March 2024

The SEC has issued a controversial 886-page final rule imposing climate-related disclosure requirements on publicly traded companies, including banking organizations, which will require them to include certain climate-related...more

Woodruff Sawyer

SPACs Poised to Turn a Corner in 2024: Annual Risk Update

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Here we are again—another year of SPAC ennui. We’re hearing derisive comments about the death of SPACs, unending deadline extensions, almost 200 liquidations, 70 deal terminations, and general SPAC malaise. If you’ve followed...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

BCLP

SEC Slaps SPAC for Hiding Preliminary M&A Talks: Lessons for Other Public Companies

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On January 25, 2024, the SEC announced the settlement of cease-and-desist proceedings against Northern Star Investment Corp. II, a special purpose acquisition company (SPAC). The SEC alleged that the company failed to...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more

Goodwin

Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in...

Goodwin on

The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Summer 2023

Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more

Fenwick & West LLP

ESG Reporting for Private Companies

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As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Changes in the Market and the Emergence of New Players Together Are Impacting Activism

Despite a slowdown in M&A activity and macroeconomic headwinds, stockholder activism remains a potentially powerful tool for investors aiming to extract value from companies. The activism landscape continues to evolve as new...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2023

This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more

Katten Muchin Rosenman LLP

Alternative Equity Offering Structures Provide Access to Capital as Markets Remain Challenged - Capital Markets Compass | Issue 6

Global equity markets continue to navigate the dueling impacts of inflation, rising interest rates and a slowing economy. While the market for initial public offerings initially showed signs of a recovery in early 2023, the...more

White & Case LLP

US de-SPAC & SPAC data & statistics roundup

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Welcome to the White & Case US SPACs Data Hub, which provides a quarterly review and analysis of key drivers and trends behind US SPAC IPO and de-SPAC activity. ...more

Wilson Sonsini Goodrich & Rosati

Continued SEC Scrutiny of Non-GAAP Disclosures

On March 14, 2023, the Securities and Exchange Commission (SEC) instituted cease-and-desist proceedings against DXC Technology Company (DXC) for alleged violations of Regulation G and other federal securities laws in its...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Woodruff Sawyer

A Discussion of the Current SPAC Litigation Environment

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What’s the latest in SPAC litigation and enforcement? To find out, I recently spoke with two experts from the Dallas office of Holland & Knight, a prestigious multinational law firm....more

White & Case LLP

SPACs struggle amid regulatory uncertainty and volatile markets

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As economic and regulatory headwinds gather, SPACs must adapt in order to position themselves for a comeback - The 2022 US SPAC IPO market was a shadow of its former self. There were 86 SPAC listings on US exchanges,...more

White & Case LLP

Mixed Signals: US M&A FY 2022

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Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more

Woodruff Sawyer

SPAC Litigation by the Numbers: Surprisingly Positive Trends in 2022

Woodruff Sawyer on

Tumultuous, exasperating, difficult, nerve-wracking, and frustrating are all apt descriptions of the 2022 SPAC market. We’ve summarized some of its ups and downs in our year in review blog post from October and have touched...more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Forum Selection Provisions, Merger Objection Class Actions and SPACs Continue To Shape Securities Litigation

In the first nine months of 2022, plaintiffs filed 157 securities class action lawsuits, according to Cornerstone Research — a figure only slightly lower than the 162 filings in the same period in 2021. Looking behind the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more

Vinson & Elkins LLP

[Webinar] Common Issues with Post-SPAC Combination Companies - November 15th, 12:00 pm - 1:00 pm CT

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The panel will address issues commonly dealt with by companies after they complete a SPAC business combination, including, among others: options for addressing the warrant overhang; dealing with Delegending shares; Special...more

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