News & Analysis as of

Safe Harbors Initial Public Offering (IPO)

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

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Fabry-PĂ©rot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

WilmerHale

2024 M&A Report

WilmerHale on

While the 2022 M&A market was buoyed by deal carryover from 2021 and more conducive market conditions in the first half of the year, the 2023 M&A market felt the impact of the Federal Reserve’s most aggressive interest rate...more

Cozen O'Connor

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

Cozen O'Connor on

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

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

Fenwick & West LLP on

Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

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

Pillsbury Winthrop Shaw Pittman LLP

U.S. Capital Markets Regulations Affecting U.S. Companies - August 2022

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

Goodwin

Jumpstarting the Next JOBS Act - JOBS Act 4.0

Goodwin on

The Jumpstart Our Business Startups (JOBS) Act was signed into law by President Barack Obama on April 5, 2012 and aimed to improve access to public capital markets for emerging growth companies. While largely considered a...more

Vinson & Elkins LLP

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

Vinson & Elkins LLP on

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

Katten Muchin Rosenman LLP

Sweeping SEC Proposals Raise Significant Concerns for SPAC Market

On March 30, the SEC released comprehensive proposals for rule changes that would materially expand the liability regime for SPAC transactions, including by limiting the availability of a commonly used safe harbor for...more

Bilzin Sumberg

SEC Proposes Rules Governing SPACs and De-SPAC Transactions

Bilzin Sumberg on

The Special Purpose Acquisition Company (“SPAC”) market is facing both a new set of rules and amendments to rules already in place under the Securities Act of 1933 and Securities Exchange Act of 1934.  Last month, the U.S....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

Vinson & Elkins LLP

SEC Proposes Sweeping Rules Applicable to SPAC IPOs and De-SPAC Transactions

Vinson & Elkins LLP on

On March 30, the commissioners of the Securities and Exchange Commission approved much-anticipated proposed rules relating to special purpose acquisition companies. Originally published in The Texas Lawbook, April 4,...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

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

Kramer Levin Naftalis & Frankel LLP

SEC Proposes New Rules for SPAC IPOs and SPAC Business Combinations

On March 30, 2022, the Securities and Exchange Commission (SEC) published a proposal for new rules and amendments under the Securities Act of 1933 and the Securities Exchange Act of 1934 governing initial public offerings...more

A&O Shearman

SEC Proposes New SPAC Rules

A&O Shearman on

On March 30, 2022, the SEC released highly anticipated proposed rules for transactions involving special purpose acquisition companies (SPACs). If adopted in their current form, these rules would purport to make wide-ranging...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

Wilson Sonsini Goodrich & Rosati

SEC Proposes Rules to Alter Disclosure and Liability Regime for De-SPAC Transactions

SEC Proposed Rule Release 33-11048: Special Purpose Acquisition Companies, Shell Companies, and Projections - On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed a series of rules and amendments...more

BCLP

Is the party over? SEC proposes substantial new requirements for SPACs and de-SPAC transactions

BCLP on

On March 30, 2022, the SEC approved by a 3-1 vote a proposal to effect significant changes to disclosure and liability rules governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more

Parker Poe Adams & Bernstein LLP

To SPAC or Not to SPAC: How Is the SEC Answering That Question?

Last year saw a boom in the market for SPACs, or special purpose acquisition companies. Almost 250 SPACs raised more than $80 billion in initial public offerings (IPOs) during 2020. This trend did not let up as the calendar...more

Proskauer - Corporate Defense and Disputes

SEC Speaks Out on SPACs, Highlights Legal Liability and Reporting Risks

SPACs seem to be having their moment in the financial world, especially in 2021. In less than three months, U.S.-based SPACs have raised more money – almost $88 billion – than all SPACs combined in 2020 (which held the...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

Akin Gump Strauss Hauer & Feld LLP

Liability Risk in De-SPAC Transactions

On April 8, 2021, John Coates, the Acting Director of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, released a public statement expressing concern about claims of some practitioners and...more

Fenwick & West LLP

SEC’s New Guidance on Liability Risks Likens SPACs to IPOs

Fenwick & West LLP on

John Coates, Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), issued a public statement providing insight into the SEC’s views on the application of federal...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

Mayer Brown Free Writings + Perspectives

SPACs, IPOs and Liability Risk under the Securities Laws

Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021.  Acting Director Coates noted the “unprecedented surge” in SPAC...more

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