News & Analysis as of

Initial Public Offering (IPO) Corp Fin

Cooley LLP

Corp Fin updates FAQs regarding draft registration statements

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The 2012 JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff. The confidential process was...more

Cooley LLP

Blog: The House hears about SPACs

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Congress now seems to be all over this SPAC phenomenon. Last week a subcommittee of the House Financial Services Committee held a hearing on “Going Public: SPACs, Direct Listings, Public Offerings, and the Need for Investor...more

Perkins Coie

SEC Speaks Out on SPACs

Perkins Coie on

When a significant volume of capital is raised from investors through nontraditional capital markets transactions, the U.S. Securities and Exchange Commission (SEC) is sure to follow with increased scrutiny. The SEC made that...more

Blank Rome LLP

SEC Director of Corporation Finance Discusses Increased Liability Inherent in De-SPAC Transactions in a Trend of Heightened...

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John Coates, acting director of the SEC’s Division of Corporation Finance, released a public statement discussing the heightened securities laws liability attached to de-SPAC transactions, signaling the advent of increased...more

Cooley LLP

Blog: Acting Corp Fin Director Coates speaks on SPACs

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As has been widely reported, there has been a phenomenal increase in the volume of SPAC transactions as an alternative approach to becoming a public company. According to Bloomberg, around “300 SPACs launched on U.S....more

McDermott Will & Emery

Surge in SPAC-Related Mergers Leads to Litigation and Regulatory Risks

Not far behind the dramatic increase in the use of special purpose acquisition companies (SPACs) is a corresponding increase in the number of shareholder lawsuits and increased activity at the US Securities and Exchange...more

Cooley LLP

Blog: Corp Fin and OCA have advice regarding SPACs

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According to the staff of the SEC’s Office of the Chief Accountant, in “just the first two months of 2021, both the number of new SPACs and amount of capital raised by those SPACs have been reported to already match...more

McGuireWoods LLP

SPAC Litigation Likely to Surge in 2021

McGuireWoods LLP on

Despite the challenges posed by COVID-19, 2020 saw an eruption of IPOs by special purpose acquisition companies (SPACs), used to raise nearly $79 billion from investors. The Wall Street Journal reports that the trend is...more

Cooley LLP

Blog: Corp Fin issues disclosure guidance on SPACs

Cooley LLP on

Happy new year! To complete the year- and term-end surge, just before Christmas, the Corp Fin staff issued CF Disclosure Guidance: Topic No. 11 regarding disclosure considerations for special purpose acquisition companies in...more

Fox Rothschild LLP

House Bill Aims To Encourage Public Offerings

Fox Rothschild LLP on

In an effort to facilitate capital formation, the SEC's Division of Corporation Finance expanded its nonpublic review process to permit all companies to submit draft registration statements relating to an initial public...more

Cooley LLP

Blog: Corp Fin supplements information regarding expanded process for confidential filing of IPO registration statements

Cooley LLP on

On August 17, 2017, the SEC supplemented the information in its June 29 announcement regarding its expanded draft registration statement processing procedures, which allowed companies that were not emerging growth companies...more

Cooley LLP

Blog: Corp Fin Posts FAQs Regarding Extension Of Process For Confidential Submission Of Draft Registration Statements

Cooley LLP on

On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not...more

Locke Lord LLP

SEC’s Corp Fin Extends Confidential Review of Draft Registration Statements and Provides Guidance

Locke Lord LLP on

On June 29, 2017, the Securities and Exchange Commission (the “SEC”) announced that the Division of Corporation Finance (the “Division”) will permit all companies to submit draft registration statements relating to initial...more

Cooley LLP

Blog: You No Longer Have To Be An EGC To…

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…submit a confidential draft registration statement for IPOs, as well as for most offerings made in the first year after going public, Corp Fin announced on June 29, 2017. Until now, that beneficial process, first permitted...more

Cooley LLP

Blog: Corp Fin Oks Technical Modification Of Process For Offers And Sales In IPOs

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In a new no-action letter to Morgan Stanley, Corp Fin agreed that, as outlined in the request letter, the firm’s proposed procedures for offering and selling securities in IPOs would not involve a pre-effective sale for...more

Cooley LLP

Blog: Corp Fin Posts Two FAST Act CDIs

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The SEC has posted two new CDIs interpreting provisions of the FAST Act.  Both relate to Section 71003, which allows EGCs to omit from their registration statements certain historical financial statements....more

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