PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What Makes it a Securities Offering?
A Day in the Life of a Financial Services General Counsel - The Consumer Finance Podcast
Has the SPAC Bubble Burst? Part 2: The SEC’s New Rules
Has the SPAC Bubble Burst? Lessons Learned From the Early Days of SPAC Mania
Fast Track to IPO: Why Are Series A Startups Snatching Topflight CFOs?
The Brave New Frontier of Securing D&O Insurance for SPACs and deSPACs
Venture Capital: Global State of the Market
Nota Bene Episode 95: Mapping Capital Markets and Securities Enforcement in the Current COVID-19 Moment with Jamie Mercer and John Stigi
Compliance and Coronavirus-Michael Beber on M&A, IPOs and SPACs During and After Covid-19
What Is a Direct Listing?
Compliance into the Weeds-Episode 85-Professor Coffee on the Dearth of IPOs
Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
Dual-track IPOs
FCPA Compliance and Ethics Report-Episode 175-Debra Bruce on new methods for law firm funding and its implications
Advanced Intellectual Property Strategies for Defending Your Life Sciences IPO
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Dual Track Process
Why Choose the Dual Track Process?
Navigating the Dual Track M&A/IPO– Part One
Form 10s as Alternatives to Traditional IPOs – Interview with Bill Hicks, Member, Mintz Levin
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of...more
The legal and regulatory landscape for MicroCap investing is ever-evolving, including challenges involving compliance with the rules of the U.S. Securities and Exchange Commission (SEC) and securities exchanges including...more
Nasdaq has proposed to modify some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee requirements in connection with IPOs,...more
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
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more
The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more
The Supreme Court seldom takes up issues around the federal securities laws. But in June, it handed down an important decision involving Section 11 of the Securities Act. Section 11 imposes strict liability on companies when...more
On June 1, 2023, the United States Supreme Court unanimously held that a stockholder bringing claims under Section 11 of the Securities Act of 1933 must plead and prove that they purchased shares traceable to the allegedly...more
On June 1, 2023, the Supreme Court issued a unanimous decision in Slack Technologies, LLC v. Pirani, holding that a plaintiff asserting a claim under Section 11 of the Securities Act of 1933 (the “Securities Act”) must plead...more
On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more
The panel will address issues commonly dealt with by companies after they complete a SPAC business combination, including, among others: options for addressing the warrant overhang; dealing with Delegending shares; Special...more
SPACs have never faced such a challenging environment, for a number of reasons. The overhang of the SEC’s proposed regulations regarding misleading financial projections have had a significant ripple effect. It is now...more
On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more
The commissioners of the SEC have proposed new rules and amendments that would require greater disclosures from special-purpose acquisition companies (SPACs). The proposed rules were made in reaction to concerns over the...more
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
On January 3, 2022, the Delaware Court of Chancery issued a novel decision arising from a challenge to a transaction involving a special purpose acquisition company, commonly referred to as a SPAC, in In re MultiPlan Corp....more
What could Aristotle possibly have to say about SPACs? In remarks on Thursday before the Healthy Markets Association, SEC Chair Gary Gensler shared his thoughts on the regulation of SPACs with a theme drawn from antiquity:...more
It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose...more
In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more
Tomorrow, in addition to Rule 10b5-1 plan recommendations (see this PubCo post), the SEC’s Investor Advisory Committee is slated to take up draft subcommittee recommendations regarding SPACs. The new SPAC recommendations...more
Gary Gensler was sworn in as chair of the Securities and Exchange Commission on April 17, 2021. Chairman Gensler has promised to strengthen transparency and accountability in the financial markets. Under Chairman Gensler, we...more
The demand for Special Purpose Acquisition Company (SPAC) formations in the Cayman Islands increased through the first quarter of 2021 following robust performance in 2020. Whilst the second quarter of 2021 has seen a...more
The market has seen a boom in the last two years for emerging companies going public through the use of special-purpose acquisition companies (SPACs). SPACs are attractive vehicles for allowing a private company to gain...more
One of the hottest going-public trends in 2020 and 2021 has been the rise of SPACs - Special Purpose Acquisition Companies - as a vehicle for private companies to go public. SPACs are shell companies that are formed, funded...more