News & Analysis as of

Due Diligence Securities Act of 1933

Foley & Lardner LLP

Top Legal Issues Facing the Manufacturing Sector in 2022

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As the global economy faces the third year of the pandemic, manufacturers are no longer focused on figuring out when things will return to “normal.” Instead, they are applying lessons learned from the past few years to become...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Enforcement Action Relating to Proposed De-SPAC Transaction

On July 13, 2021, the U.S. Securities and Exchange Commission (SEC) announced a settlement with special purpose acquisition company (SPAC) Stable Road Acquisition Corp. (SRAC), its CEO, its sponsor, SRC-NI, and SRAC's...more

Winstead PC

SEC Brings Significant SPAC Enforcement Action

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On July 13, the SEC announced charges against an array of participants in a de-SPAC transaction. Among those charged are the SPAC, the SPAC’s sponsor, the SPAC’s CEO, the merger target, and the merger target’s CEO. The...more

Fenwick & West LLP

House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements

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The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more

King & Spalding

Not So Special – Securities And Antitrust Regulators May Increase Attention To SPACs In The Coming Year

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In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more

Eversheds Sutherland (US) LLP

SEC warns investors about initial exchange offerings

Recently, the U.S. Securities and Exchange Commission (SEC) issued an Investor Alert (the Alert) warning investors to use caution before investing in initial exchange offerings (IEOs) through online trading platforms. The...more

White and Williams LLP

Direct Listings: Capital Liquidity, Liability and D&O Insurance Coverage Considerations

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Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more

White & Case LLP

Private Placements in Europe: Mapping the alternatives

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European Leveraged Finance Client Alert Series: Issue 7 - The term "private placement", while having a relatively settled meaning in US financings, can have a variety of meanings in Europe. White & Case's European...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

WilmerHale

Legal Considerations in Pre-IPO Crossover Financings

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An increasingly common financing strategy for companies expecting to conduct an initial public offering (IPO), particularly in the life sciences space, is to conduct a ‘‘crossover’’ financing shortly prior to the IPO....more

Bass, Berry & Sims PLC

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

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Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

K&L Gates LLP

SEC’s Division of Investment Management Issues Guidance on Revising Fund Disclosure in Light of Changing Market Conditions

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On March 2, 2016, the Securities and Exchange Commission’s (“SEC”) Division of Investment Management issued new guidance (the “Guidance”) to registered investment companies and their investment advisers regarding the dynamic...more

Mintz

EB-5 Due Diligence Matters

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Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

Perkins Coie

SEC’s Increased Cybersecurity Enforcement and How to Reduce Your Risks

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The SEC announced last week that an investment adviser had agreed to settle charges that it failed to take required steps to protect against and respond effectively to a cybersecurity breach. The action comes on the heels of...more

Eversheds Sutherland (US) LLP

What Does It Take to Make the SEC Happy? SEC Criticism of Broker-Dealers’ Due Diligence for Sales of Unregistered Securities...

To ensure that broker-dealers (BDs) do not inadvertently facilitate an unlawful distribution of securities, the Securities and Exchange Commission has long required BDs to conduct a “reasonable inquiry” into the circumstances...more

Akin Gump Strauss Hauer & Feld LLP

Outrageous Opinions in Registration Statements

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, the respondents fired back at the petitioners in a brief filed with the Supreme Court, posing a simple question: “Whether...more

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