News & Analysis as of

Initial Public Offering (IPO) Securities and Exchange Commission (SEC) Corporate Counsel

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New...

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for January 2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s approval of spot bitcoin ETPs; - •SEC charges...more

BCLP

SEC Slaps SPAC for Hiding Preliminary M&A Talks: Lessons for Other Public Companies

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On January 25, 2024, the SEC announced the settlement of cease-and-desist proceedings against Northern Star Investment Corp. II, a special purpose acquisition company (SPAC). The SEC alleged that the company failed to...more

Paul Hastings LLP

SEC Adopts Long-Awaited SPAC Rules

Paul Hastings LLP on

On January 24, 2024, nearly two years after the SEC initially proposed industry-chilling rules overhauling the treatment of special purpose acquisition companies (“SPACs”) in their IPOs and de-SPAC transactions, the SEC...more

Morrison & Foerster LLP

Ninth Circuit Clarifies Summary Judgment Burden for SEC Penalties

On June 13, 2023, in SEC v. Husain, the U.S. Court of Appeals for the Ninth Circuit clarified the high burden that the SEC must carry before a court may grant the Commission a civil monetary penalty at the summary judgment...more

Jones Day

2022 Securities Litigation Year in Review

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During 2022, securities case filings fell for the fourth consecutive year and were down slightly from 2021. The number of announced settlements rose substantially last year, as did total settlement amounts. The 2022...more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Forum Selection Provisions, Merger Objection Class Actions and SPACs Continue To Shape Securities Litigation

In the first nine months of 2022, plaintiffs filed 157 securities class action lawsuits, according to Cornerstone Research — a figure only slightly lower than the 162 filings in the same period in 2021. Looking behind the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2022

Cornerstone Research reports that during the first six months of 2022, plaintiffs filed 110 securities class actions, a pace that is generally in line — 2.8% higher — with what we saw in the second half of 2021. Looking...more

ArentFox Schiff

All Your Ether (Are) Belong To US: SEC Claims Jurisdiction Over Entire Ethereum (ETH) Network

ArentFox Schiff on

The US Securities and Exchange Commission (SEC) has filed an enforcement action against crypto influencer Ian Balina in the Western District of Texas alleging that he promoted unregistered securities in connection with the...more

Troutman Pepper

SEC Targets SPAC Conflicts of Interest

Troutman Pepper on

On September 6, investment advisory firm Perceptive Advisors LLC (Perceptive) agreed to a cease-and-desist order with the U.S. Securities and Exchange Commission (SEC) for failing to disclose alleged conflicts of interest...more

Morrison & Foerster LLP

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Foley & Lardner LLP

SEC Proposes New Rules for SPACs: What will the future hold for SPACs?

Foley & Lardner LLP on

On March 30, 2022, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - October 2021

This quarter’s issue of Inside the Courts — An Update From Skadden Securities Litigators includes summaries and associated court opinions of selected cases principally decided in May-August 2021....more

Morrison & Foerster LLP

Removing The Slack On Direct Listings: The Ninth Circuit Expands Standing In Favor Of Investors Who Bring Class Actions Related To...

Strict liability is the “strong medicine” that the federal securities laws impose for misleading statements made in connection with initial public offering documents. That strict liability regime attracts a steady stream of...more

Akerman LLP

SPAC Mergers in the SEC’s Crosshairs? Recent Enforcement Activity Highlights Increased SPAC Merger Risk

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The past few weeks have seen a turn of events for companies involved with Special Purpose Acquisition Company (SPAC) vehicles. First, the Securities and Exchange Commission (SEC) announced civil administrative charges against...more

WilmerHale

COVID-19: A Second Look at Securities Act Litigation Amid COVID-19

WilmerHale on

This article follows an earlier Client Alert titled COVID-19: An Early Look at Securities Act Litigation Amid COVID-19. In that alert, we anticipated that there would be an increase in Securities Act filings involving claims...more

Proskauer - Corporate Defense and Disputes

Underperforming SPAC Still Subject to Federal Claims in Securities Class Action

If 2020 was the “Year of the SPAC,” 2021 may be turning into the year of the SPAC class action. We have already followed numerous cases where recently formed SPACs have been challenged in federal court for alleged violations...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Takes Aim at SPACs

March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more

Vinson & Elkins LLP

Recent Developments Highlight SPAC Securities And Shareholder Litigation Risks

Vinson & Elkins LLP on

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

Morrison & Foerster LLP

Top 10 International Anti-Corruption Developments For February 2021

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary...more

Morgan Lewis

SEC Approves NYSE Rules Allowing Companies to Raise Money in Registered Direct Offerings

Morgan Lewis on

The US Securities and Exchange Commission has approved New York Stock Exchange rule changes that will grant the exchange discretion to allow companies to raise money by selling common shares in registered direct offerings,...more

Pillsbury Winthrop Shaw Pittman LLP

The SPAC Explosion: Beware the Litigation and Enforcement Risk

SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC. 2020’s SPAC IPO explosion will...more

Fenwick & West LLP

Financial Projections in SPAC Transactions: Mitigating Class Action Litigation Risk

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Special purpose acquisition companies (SPACs) are increasingly being used as an alternate vehicle to traditional initial public offerings. Companies that go public through a traditional IPO process are often subject to...more

Bass, Berry & Sims PLC

The Rumors of the Death of Gun Jumping Have Been Greatly Exaggerated

Bass, Berry & Sims PLC on

Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more

Locke Lord LLP

SEC Updates IPO Guidance: Issuers can Omit Interim Financial Information that will be Superseded

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On August 17, 2017, the Securities and Exchange Commission (“SEC”) updated its guidance with respect to interim financial information that issuers may omit from draft registration statements. Under the updated guidance, both...more

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