News & Analysis as of

PSLRA Securities and Exchange Commission (SEC)

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

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The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Paul Hastings LLP

Public Company Watch: July 2024

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In the July edition of our Public Company Watch, we cover key issues impacting public companies, including the new Compliance and Disclosure Interpretations related to the cybersecurity disclosure rules and the recent SEC...more

Vinson & Elkins LLP

SCOTUS To Focus on the Securities Fraud Pleading Standard in Two Cases Next Term

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In a pair of orders issued this month, the U.S. Supreme Court signaled plans to provide further guidance in its upcoming Fall term concerning application of the heightened standard for pleading securities fraud claims...more

BCLP

U.S. Supreme Court to Hear Appeal Concerning Securities Fraud Pleading Standard

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The U.S. Supreme Court recently agreed to hear an appeal of a Ninth Circuit decision that could have a significant impact on future securities fraud claims nationwide. At issue is how heavy a burden plaintiffs will bear in...more

Mintz - Securities & Capital Markets...

Recent SEC Rules and Guidance Impose New Obligations on SPACs and Reverse Mergers

On January 24, 2024, the US Securities and Exchange Commission (SEC) adopted final rules relating to special purpose acquisition companies (SPACs) and other shell companies. The new rules are effective on July 1, 2024....more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

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After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

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

Cornerstone Research

Number of Securities Class Action Settlements Falls as Median Settlement Amount Reaches Highest Level Since 2010

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The number of securities class action settlements declined 21% relative to 2022, following the 15-year high set in 2022, according to a new report released today by Cornerstone Research. Despite the decline in settlement...more

Cozen O'Connor

Final Rules on Special Purpose Acquisition Companies, Shell Companies, and Projections

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On January 24, 2024, the Securities and Exchange Commission (SEC) adopted the final rules intended to augment investor protections in initial public offerings by special purpose acquisition companies (SPACs) and in subsequent...more

Woodruff Sawyer

SEC Finally Finalizes the SPAC Rules

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We’ve been waiting nearly two years for the Securities and Exchange Commission (SEC) to finalize the rules for special purpose acquisition companies (SPACs). On January 24, it happened at last. To help us make sense of the...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

BCLP

SEC Adopts Tough New Rules for SPACS: New Guidance for All Companies on Projections

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On January 24, 2024, the SEC approved by a 3-2 vote new rules to substantially change the disclosure and liability regime governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

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

Proskauer - Regulatory & Compliance

SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

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On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

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On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Cooley LLP

You might want to think twice before describing pending litigation as “without merit”

Cooley LLP on

There’s definitely a lesson to be learned from this recent case from the Massachusetts Federal District Court, City of Fort Lauderdale Police & Firefighters’ Ret. Sys. v. Pegasystems Inc.: companies making public statements...more

Proskauer - Corporate Defense and Disputes

Fifth Circuit Revives Securities Class Action Against Six Flags

Last week, the Fifth Circuit reversed a decision from the United States District Court for the Northern District of Texas that had dismissed a class action against Six Flags Entertainment Corporation. The complaint in...more

Skadden, Arps, Slate, Meagher & Flom LLP

Despite Slowdown in SPAC Activity, Opportunities Remain

Key Points - The first half of 2022 experienced a slowdown in SPAC activity when compared to recent years. Only 77 de-SPAC M&A deals were announced in the first half of 2022, compared to 167 de-SPAC transactions in the same...more

Sheppard Mullin Richter & Hampton LLP

Second Circuit Declines to Allow SEC Rule 10b-5 Claim for “Scheme Liability” to Proceed Where the Alleged Misconduct Amounted Only...

In SEC v. Rio Tinto PLC, No. 21-2042, 2022 U.S. App. LEXIS 19577 (2d Cir. July 15, 2022) (Jacobs, J.), the United States Court of Appeals for the Second Circuit declined to impose “scheme liability” under subsections (a) and...more

Woodruff Sawyer

Forward-Looking Statements Disclaimers: Practical Advice for Management Teams and Companies

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Forward-looking statements⁠—statements that evidence management’s beliefs about what the future holds—can be valuable to analysts and investors. They are also very interesting to plaintiffs’ attorneys, especially if those...more

ArentFox Schiff

Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association Takes Aim at SEC Proposed...

ArentFox Schiff on

On March 30, 2022, the US Securities and Exchange Commission (the "SEC" or “Commission”), in a three-to-one vote of its commissioners divided along political lines, approved the issuance of proposed rules (“Proposed Rules”)...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

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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

Kohrman Jackson & Krantz LLP

The SEC Moves to Close the (IPO) Back Door

On March 30, 2022, the Securities and Exchange Commission issued proposed rules focused on special purpose acquisition companies (SPACs) and subsequent business combination transactions between SPACs and private operating...more

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