Michael Holmes

Vinson & Elkins LLP

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Special Purpose Acquisition Companies and the Investment Company Act of 1940

Last week, a stockholder in three special purpose acquisition companies (“SPACs” – Pershing Square Tontine Holdings, Ltd. (“PSTH”), GO Acquisition Corp. and E.Merge Technology Acquisition Corp) brought novel claims against...more

9/1/2021 / Capital Markets , Capital Raising , Compensation , Initial Public Offering (IPO) , Investment , Investment Companies , Investment Company Act of 1940 , Securities Regulation , Special Purpose Acquisition Companies (SPACs)

Recent Developments Highlight SPAC Securities And Shareholder Litigation Risks

As the wave of SPAC IPOs and de-SPAC transactions continues to build, so too has the scrutiny of these transactions from the SEC and the shareholder plaintiff’s bar. On April 8, 2021, the SEC gave its clearest warning yet...more

4/12/2021 / Corporate Counsel , Enforcement Actions , Fiduciary Duty , Initial Public Offering (IPO) , Private Securities Litigation Reform Act of 1995 , Safe Harbors , Securities and Exchange Commission (SEC) , Special Purpose Acquisition Companies (SPACs)

Delaware SupremeCourt: Corporations May Use Bylaws To Require Investors To Sue In Federal Court For Securities Act Claims

In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more

3/20/2020 / Blue Apron , Bylaws , Corporate Governance , Cyan Inc v Beaver Cty Emps Ret Fund , Delaware General Corporation Law , Forum Selection , Initial Public Offering (IPO) , Roku , SCOTUS , Securities Act of 1933

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