News & Analysis as of

Disclosure Requirements Securities and Exchange Commission (SEC) Mergers

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

Skadden, Arps, Slate, Meagher & Flom LLP

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more

Harris Beach PLLC

SEC’s First Quarter Rules: SPAC IPOs and Climate Disclosure Mandates

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In January and March 2024, respectively, the Securities and Exchange Commission (SEC) issued final rules concerning special purpose acquisition companies and mandatory climate-related disclosure. Each rulemaking was the...more

McDermott Will & Emery

Dual Track Reboot: Five Key Considerations for Supercharging Your Life Science Company Exit

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There have been 44 initial public offerings (IPOs) listed on the US stock markets in 2024 thus far, many of which continue to trade at a premium to their initial offering price, demonstrating the strength and buoyancy of...more

Nutter McClennen & Fish LLP

Nutter Bank Report: March 2024

The SEC has issued a controversial 886-page final rule imposing climate-related disclosure requirements on publicly traded companies, including banking organizations, which will require them to include certain climate-related...more

Spilman Thomas & Battle, PLLC

Promissory Notes - Banking & Finance Insights: V 4, Issue 2, March 2024

Volume 4, Issue 2, 2024 Welcome! Welcome to the second issue of Promissory Notes - our banking and finance e-newsletter - for 2024. Business today is characterized by relentless change. To assist our clients in navigating...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...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

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

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Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

King & Spalding

10th Annual Cybersecurity & Privacy Summit

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On October 11th, our Data, Privacy and Security team hosted the 10th Annual Cybersecurity & Privacy Summit. We were delighted to be joined by about 100 clients, colleagues, and friends in-person at our Atlanta office, with...more

Stark & Stark

[Event] RIA Compliance and Legal Strategies Conference - November 9th, Hamilton, NJ

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The RIA Compliance and Legal Strategies Conference is an essential event for registered investment advisors to gain a valuable understanding of current regulatory and compliance-related issues. Attendees will earn 4 CFP CE...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Summer 2023

Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more

Fenwick & West LLP

ESG Reporting for Private Companies

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As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

Wilson Sonsini Goodrich & Rosati

Continued SEC Scrutiny of Non-GAAP Disclosures

On March 14, 2023, the Securities and Exchange Commission (SEC) instituted cease-and-desist proceedings against DXC Technology Company (DXC) for alleged violations of Regulation G and other federal securities laws in its...more

White & Case LLP

ESG is increasingly critical in US M&A, but greenwashing concerns persist

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Buyers are scrutinizing everything from an acquisition target’s projected greenhouse gas (GHG) emissions to ways in which a deal may impact their own climate mitigation strategies. In this regard, reliable and verifiable...more

White & Case LLP

DOJ Announces Seven Director Resignations from Five US Public Company Boards in the Most Recent Wave of Reinvigorated Clayton Act...

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On October 19, 2022, the Antitrust Division of the Department of Justice announced that seven directors resigned from five different US public company boards of directors following DOJ concerns that their roles violated...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

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

A&O Shearman

Southern District Of New York Denies Application For Mootness Fee In Connection With Merger-Disclosure Litigation

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On February 7, 2022, Judge J. Paul Oetken of the United States District Court for the Southern District of New York denied an application by plaintiff’s counsel for attorneys’ fees after plaintiff’s merger-related disclosure...more

Perkins Coie

Chancery Court Applies Onerous Entire Fairness Standard in First SPAC-Related Decision

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In one of the first decisions to analyze fiduciary duty claims in the context of a special purpose acquisition company (SPAC) merger, the Delaware Chancery Court recently sustained the legal viability of a putative...more

Goodwin

OCC Seeks Feedback on Principles for Climate-Related Financial Risk Management

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In this Issue. The Office of the Comptroller of the Currency (OCC) is seeking feedback on principles for climate-related financial risk management for large banks; the Department of Justice’s Antitrust Division is seeking...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Fall 2021

To stay ahead of the feds, companies need to monitor their own data for possible compliance problems. Congress may soon give companies better visibility into their shareholder bases, including derivatives positions. In this...more

Parker Poe Adams & Bernstein LLP

To SPAC or Not to SPAC: How Is the SEC Answering That Question?

Last year saw a boom in the market for SPACs, or special purpose acquisition companies. Almost 250 SPACs raised more than $80 billion in initial public offerings (IPOs) during 2020. This trend did not let up as the calendar...more

Hogan Lovells

UK Public Markets Snapshot – ESG Means Business (Part 1) September 2021

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In Part 1 of our September Public Markets Snapshot, we focus on recent ESG developments affecting UK corporates and their advisers. In Part 2 “what to watch out for”, we’ll summarise key ESG points coming down the track...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

Goodwin on

On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more

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