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Underwriting Securities and Exchange Commission (SEC) Disclosure Requirements

Mintz - Securities & Capital Markets...

Recent SEC Rules and Guidance Impose New Obligations on SPACs and Reverse Mergers

On January 24, 2024, the US Securities and Exchange Commission (SEC) adopted final rules relating to special purpose acquisition companies (SPACs) and other shell companies. The new rules are effective on July 1, 2024....more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New...

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

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By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

BCLP

SEC Adopts Tough New Rules for SPACS: New Guidance for All Companies on Projections

BCLP on

On January 24, 2024, the SEC approved by a 3-2 vote new rules to substantially change the disclosure and liability regime governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

Latham & Watkins LLP on

On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Goodwin

SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

Goodwin on

We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Kennedys

Underwriters, are you ready for the new rules governing private funds advisors?

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Private equity firms are facing increased disclosure requirements and new restrictions on giving certain investors special treatment. Are current market policies sufficient to limit exposure in this new environment?...more

Ballard Spahr LLP

SEC Brings First Charges Against Muni Market Underwriters Alleging Failure to Meet Requirements for Limited Offering Disclosure...

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Summary - The Securities and Exchange Commission (SEC) recently announced enforcement proceedings against four municipal market underwriters for alleged violations of municipal bond disclosure requirements. Three of the...more

Orrick, Herrington & Sutcliffe LLP

A Teachable Moment: Latest SEC Enforcement Actions Remind Underwriters of Limited Offering Exemption’s “Reasonable Belief”...

In an unprecedented move, the Securities and Exchange Commission (the “SEC”) recently filed litigation against one underwriter of municipal securities and announced settlements with three others. The litigation and...more

Holland & Knight LLP

Writing on the Wall for SPAC Underwriters? New SEC Rule Increases Exposure and Risks

Holland & Knight LLP on

Last week, Holland & Knight's experienced Corporate, M&A and Securities Team dove into the details of the SEC's recent rule proposal covering enhanced disclosures for SPACs and de-SPAC transactions. As detailed in the post,...more

Stikeman Elliott LLP

OSC Extends Exemption From Underwriting Conflict Disclosure Requirements for Foreign Private Placements

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On March 1, 2022, the Ontario Securities Commission (OSC) made an order extending the blanket relief issued in February 2021 that provides an exemption from underwriting conflicts disclosure requirements for foreign private...more

ArentFox Schiff

LIBOR Transition: (Bet You Didn't Know) Municipal Advisors’ and Underwriters’ Duties

ArentFox Schiff on

Municipal advisors, as well as other regulated entities, should be aware of their general obligations under Federal securities laws and MSRB Rules when formulating advice about securities or products, in particular if it...more

White & Case LLP

COVID-19 and your deal: Considerations for underwriters in the COVID-19 environment

White & Case LLP on

COVID-19 presents novel issues for underwriters, who are grappling with the need to support their clients accessing funding and also maintain disclosure standards and manage their risk when the typical tools that they use to...more

A&O Shearman

FINRA Proposes Substantive and Organizational Amendments to Corporate Financing Rule

A&O Shearman on

On April 25, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed proposed amendments to FINRA Rule 5110 (“FINRA Rule 5110” or “the Rule”), commonly referred to as the “Corporate Financing Rule”, with the...more

Butler Snow LLP

A Brief Guide to the 2018 Amendments to Continuing Disclosure Requirements

Butler Snow LLP on

Introduction - Over the past several years, local government issuers have increasingly been privately placing bonds and other municipal debt obligations directly with banks or other purchasers rather than utilizing an...more

Orrick - Finance 20/20

SEC Adopts Rule Amendments to Improve Municipal Securities Disclosure

Orrick - Finance 20/20 on

On August 20, 2018, the Securities and Exchange Commission adopted amendments to Rule 15c2-12 of the Securities Exchange Act in order to enhance transparency in the municipal securities market. ...more

Clark Hill PLC

Increased Disclosure Obligations Aimed at Greater Transparency in Municipal Securities Market

Clark Hill PLC on

On August 15, 2018, the Securities and Exchange Commission ("SEC") created new disclosure obligations for borrowers that issue debt through the municipal bond market. ...more

Kramer Levin Naftalis & Frankel LLP

Debt Dialogue: April 2017 - SEC Action Against Underwriter Illustrates Enforcement of Disclosure Violations in the Muni World

On April 5, as one of several enforcement actions relating to an alleged Ponzi scheme, the Securities and Exchange Commission settled an administrative enforcement action against a municipal bond underwriter accused of...more

Orrick, Herrington & Sutcliffe LLP

SEC Brings Post-MCDC Enforcement Actions Against Underwriter and Officials

On April 5, 2017 the SEC released two orders instituting cease-and-desist proceedings (consent decrees) which are the first post-MCDC cases finding securities law violations based on misstatements in official statements...more

Akin Gump Strauss Hauer & Feld LLP

SEC Announces Enforcement Actions Under its Muni Bond Disclosure Initiative

Last week, the Securities and Exchange Commission (SEC) announced that it brought enforcement actions against 71 municipal issuers and other obligated persons as part of the SEC’s Municipalities Continuing Disclosure...more

Latham & Watkins LLP

US IPO Guide 2016 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Mintz

EB-5 Due Diligence Matters

Mintz on

Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

Eversheds Sutherland (US) LLP

SEC Announces Second Round of Charges Against Underwriters Under MCDC Initiative

On September 30, the Securities and Exchange Commission (SEC) announced enforcement actions against 22 municipal bond underwriters, the second round of enforcement actions brought by the SEC under the Municipalities...more

Ballard Spahr LLP

SEC Announces Second Wave of MCDC Enforcement Actions

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The Securities and Exchange Commission (SEC) this week announced enforcement actions under its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative, targeting 22 municipal bond underwriting firms for alleged due...more

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