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)
Updates from recent U.S. House Committee on Financial Services hearing and proposed legislation -
In light of recent Congressional hearings and proposed legislation, market participants should remain vigilant and prepared...more
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
A unanimous ruling rejects arguments that SLUSA eliminates concurrent state-court jurisdiction of “covered class actions” brought under the Securities Act of 1933, or at least permits the removal of such actions.
Supreme...more
3/22/2018
/ Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Jurisdiction ,
PSLRA ,
Removal ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations ,
SLUSA ,
Split of Authority ,
State Law Claims
Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more
On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a...more