Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations.
Proposed Rules would significantly...more
4/18/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
EGCs ,
Fiduciary Duty ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Mergers ,
Proposed Rules ,
PSLRA ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
Chair Gensler’s enforcement agenda begins to take shape as SEC brings sprawling enforcement action against wide range of SPAC participants.
Consistent with prior SEC warnings regarding incentives for Special Purpose...more
7/16/2021
/ Airspace ,
CFIUS ,
Disclosure Requirements ,
Due Diligence ,
Enforcement Actions ,
False Statements ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Insider Trading ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
March Madness extends into April as the Commission markedly increases its focus on SPACs.
Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
4/19/2021
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
New Guidance ,
Offering Documents ,
Proxy Statements ,
PSLRA ,
Registration Statement ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC.
2020’s SPAC IPO explosion will...more
12/16/2020
/ Corporate Counsel ,
D&O Insurance ,
Enforcement Actions ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Private Securities Litigation Reform Act of 1995 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs)
Ruling suggests a new means of stemming the flood tide of state-court Securities Act claims that followed the U.S. Supreme Court’s Cyan decision in 2018.
But uncertainty lingers as to whether post-IPO public companies can...more
3/26/2020
/ Cyan Inc v Beaver Cty Emps Ret Fund ,
Forum Selection ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Removal ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations ,
SLUSA ,
State Law Claims