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Latham & Watkins LLP

FCA Publishes Final Rules for Reformed Listing Regime

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The new regime modernises the listing framework while maintaining robust standards to protect investors and ensure market integrity. On 11 July 2024, the FCA released the final rules for the new UK listing regime, which...more

Verrill

Corporate Transparency Act—Considerations Affecting Entities That Are Exempt or Excluded from Reporting Company Status - Update

Verrill on

This article was originally posted on November 30, 2023 and has been updated to reflect changes that went into effect in 2024. The Corporate Transparency Act (CTA) took effect on January 1, 2024. The Act is administered by...more

Verrill

Determining Whether Your Entity is a Reporting Company: Selected Issues - Update

Verrill on

The article was originally posted on November 29, 2023 and has been updated to reflect changes that went into effect in 2024. Under the Corporate Transparency Act (CTA), more than 30 million “Reporting Companies” will...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

Proskauer - Regulatory & Compliance

SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...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

Holland & Knight LLP

FinCEN Issues Final Rule Implementing Access and Safeguard Provisions of the CTA

Holland & Knight LLP on

The Corporate Transparency Act (CTA) was enacted in 2021 and became effective on Jan. 1, 2024. The CTA was passed with the aim of enhancing transparency in corporate ownership, so as to combat the proliferation of anonymous...more

Verrill

No Longer a Walk in The Park - Entity Formation Under the Corporate Transparency Act (Updated)

Verrill on

Presently, forming a corporation, LLC or other entity in the U.S. can be done on a largely anonymous basis, without naming its owners and with only limited disclosures about managers, officers and directors. Under the...more

Lippes Mathias LLP

How Will New Reporting Requirements Impact Your Business in 2024? Beneficial Ownership Reporting Under the Corporate Transparency...

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Beginning in 2024, a significant number of foreign and domestic businesses in the United States will be required to report information on their businesses, owners, senior officers, and key decision-makers, under the Corporate...more

Wilson Sonsini Goodrich & Rosati

The Partisan Climate on Capitol Hill over ESG

This past month saw a potential new era ushered in across the pond regarding corporate funding of Environmental, Social, and Governance (ESG) programs. In the UK, an environmental law firm filed a lawsuit against 11 members...more

Sherman & Howard L.L.C.

FinCEN Releases Final Rulemaking for Beneficial Ownership Information and Reporting Requirements

Sherman & Howard L.L.C. on

On Sept. 29, 2022, the Financial Crimes Enforcement Network (“FinCEN”) released the final rulemaking regarding the Beneficial Ownership Information (“BOI”) and Reporting Requirements of the Corporate Transparency Act (“CTA”)...more

Kohrman Jackson & Krantz LLP

SEC Efforts to Modernize Beneficial Ownership Reporting Don’t Go Far Enough

OVERLAP IN THE SECURITIES ACT OF 1934 - The Securities and Exchange Commission (SEC) presides over two separate beneficial ownership reporting schemes under Sections 13 and 16 of the Securities Exchange Act of 1934....more

Dorsey & Whitney LLP

China Based VIEs - Is Disclosure Enough?

Dorsey & Whitney LLP on

Companies based in China have long sought to list their shares for trading on U.S. markets. The reason is clear - the U.S. markets are deep, liquid and the envy of the world....more

Morrison & Foerster LLP

Five Key Takeaways From The SEC’s Evolving Response To The SPAC Boom

Over the past year, the use of Special Purpose Acquisition Companies, or SPACs, to go public has skyrocketed. As The Wall Street Journal explained, “With interest rates on the floor and investors chasing young companies, this...more

Snell & Wilmer

New Year, New Laws – Congress Passes Major Anti-Money Laundering Act

Snell & Wilmer on

On January 1, 2021, Congress passed the National Defense Authorization Act for Fiscal Year 2021, an omnibus bill that includes the Anti-Money Laundering Act of 2020 (“AMLA”). The AMLA bans the use of anonymous shell companies...more

White and Williams LLP

Corporate Transparency Act and Implications for Entity Formation and Transaction Structures

White and Williams LLP on

As the 116th United States Congress came to a close, in its final hours, and skipping weeks of political drama for purposes of this post, the legislative body took the unprecedented step and overrode a presidential veto for...more

Mayer Brown Free Writings + Perspectives

Comparing a Reverse Merger and a SPAC Business Combination

This chart is intended to compare and contrast in summary form some of the considerations for a private company considering merging into an existing public operating company in a reverse merger or entering into a business...more

Skadden, Arps, Slate, Meagher & Flom LLP

HKEx’s Latest Rule Amendments to Crack Down on Backdoor Listing and Shell Activities

On 26 July 2019, The Stock Exchange of Hong Kong Limited (HKEx) published conclusions to its consultation paper regarding backdoor listings, continuing listing criteria and other related Listing Rule amendments. The...more

Carlton Fields

Federal Court Holds Neither Janus, Nor Statute of Limitations Shields Alleged “Pump-And-Dump” Fraudsters From Civil Liability in...

Carlton Fields on

In another example of the limits to which defendants may successfully rely on the Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), earlier this summer, District Judge...more

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