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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

SEC Division of Corporation Finance Publishes Guidance for Registrants as Government Shutdown Looms

On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more

Capital Markets - 2024 SEC Filing Deadlines and Financial Statement Staleness Dates

Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more

SEC Adopts T+1 Settlement Cycle for Most Securities Transactions but Permits T+2 for Firm Commitment Offerings

On February 15, 2023, the Securities and Exchange Commission (SEC) adopted final rule amendments that will shorten the standard settlement cycle for most broker-dealer securities transactions from two business days after the...more

In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January...more

Capital Markets - 2022 Capital Markets and Corporate Governance Regulatory Review

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Capital Markets - 2023 SEC Filing Deadlines and Financial Statement Staleness Deadlines

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Despite Slowdown in SPAC Activity, Opportunities Remain

Key Points - The first half of 2022 experienced a slowdown in SPAC activity when compared to recent years. Only 77 de-SPAC M&A deals were announced in the first half of 2022, compared to 167 de-SPAC transactions in the same...more

SEC Proposes Significant Changes to Rules Affecting SPACs

On March 30, 2022, the Securities and Exchange Commission (SEC or Commission) proposed new rules that would impose additional disclosure requirements on initial public offerings (IPOs) by special purpose acquisition companies...more

Revisiting Share Repurchases in Volatile Times

In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more

Choppy Market for SPACs and PIPEs, Competition for Targets Spurs Deal Innovations

Takeaways - While the SPAC IPO and PIPE markets were challenging in 2021, the enormous amounts of capital already raised should drive merger activity in 2022. As more shareholders choose to redeem shares and potential...more

Court of Chancery Issues SPAC-Related Decision of First Impression

On January 3, 2022, the Delaware Court of Chancery issued a novel decision arising from a challenge to a transaction involving a special purpose acquisition company, commonly referred to as a SPAC, in In re MultiPlan Corp....more

2022 SEC Filing and Staleness Calendars and Annual Regulatory Review

In preparation for 2022, reporting companies should be aware of the SEC filing deadlines and financial statement “staleness” dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more

Nasdaq Permits Primary Direct Listings and Proposes Relaxation of Pricing Limits

On May 19, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposal to permit companies to issue shares and raise capital in primary direct listings conducted on the Nasdaq Global Select Market without...more

FCA Releases Consultation Paper Proposing Draft Rules for SPACs

On 30 April 2021, the UK Financial Conduct Authority (FCA) published a consultation paper proposing changes to the Listing Rules applicable to special purpose acquisition companies (SPACs)....more

The Year of the SPAC

Transactions by special purpose acquisition companies, or SPACs, exploded in 2020, resulting in a 320% increase in the number of SPAC initial public offerings (IPOs) compared to 2019. SPACs have been around for 15 years and...more

NYSE Direct Listing Rules Approved; Nasdaq Proposes Substantially Similar Rules

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more

SEC Proposes Amendments to Rule 144 and Form 144

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more

2021 SEC Filing and Staleness Calendars and Annual Regulatory Review

In preparation for 2021, reporting companies should be aware of the SEC filing deadlines and financial statement "staleness" dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more

Holding Foreign Companies Accountable Act Poised To Be Signed Into Law

On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more

SEC Adopts Amendments To Exempt Offering Framework

The Securities and Exchange Commission (SEC) recently adopted final rules that significantly revise the exempt offering framework, expanding access to capital markets for both issuers and investors. Key changes include the...more

SEC Stays NYSE Rules on Primary Direct Listings

On August 26, 2020, the Securities and Exchange Commission (SEC) approved a proposal from the New York Stock Exchange (NYSE) that would allow companies going public via a direct listing to issue and sell new shares on their...more

SEC Modernizes Business Description, Legal Proceedings and Risk Factors Disclosure Requirements

On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more

SEC Expands Accredited Investor Definition To Allow More Participation in Private Offerings

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to expand the definition of “accredited investor” in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,...more

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