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Corporate Governance Special Purpose Acquisition Companies (SPACs) Securities and Exchange Commission (SEC)

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - October 2024

Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more

Latham & Watkins LLP

FPIs in SPAC Land - Considerations for Foreign Private Issuers in Connection With SPACs

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Special Purpose Acquisition Companies that are Foreign Private Issuers or acquire Foreign Private Issuers should be mindful of new SEC rules, especially SEC Guidance on timing of Foreign Private Issuer status. Originally...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Applies Birnbaum Rule to Affirm Dismissal of Claims by SPAC Investors Asserted Against Target Company Executives for...

In Max Royal LLC v. Atieva, Inc., No. 23-16049, 2024 U.S. App. LEXIS 19910 (9th Cir. Aug. 8, 2024), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities class action brought by...more

Fenwick & West LLP

Securities Law Update - August 2024

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Decision Dismissing MultiPlan Claims

On May 31, 2024, the Delaware Court of Chancery issued its first opinion dismissing a “MultiPlan claim” at the pleadings stage. As a reminder, a MultiPlan claim is a breach of fiduciary duty claim against directors,...more

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2024)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Foley Hoag LLP - White Collar Law &...

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Seward & Kissel LLP

SEC Provides Guidance on Determining Investment Company Status in SPAC Rule Release

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Who may be interested: Registered Investment Companies, SPACs, Investment Advisers Quick Take: Following a 3-2 vote, the SEC adopted final rules to enhance disclosure and provide additional investor protections in IPOs by...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

Hinckley Allen

SEC Adopts Final Rules to Enhance Disclosures and Investor Protections Relating to Special Purpose Acquisition Companies (SPACs)...

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On January 24, 2024, the Securities and Exchange Commission (“SEC”) adopted final rules (the “Final Rules”) to enhance disclosure and investor protection in initial public offerings (“IPOs”) by special purpose acquisition...more

BCLP

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

BCLP on

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

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

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2022 Capital Markets and Corporate Governance Regulatory Review

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more

Holland & Knight LLP

Holland & Knight's China Practice Newsletter: May-June 2022

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Holland & Knight invites you to read our China Practice Newsletter, in which our authors discuss pertinent Sino-American topics. HIGHLIGHTS: ..SEC Releases Proposal to Enhance Disclosures for SPACs and De-SPAC...more

Fenwick & West LLP

SEC Proposes New Rules to Enhance Disclosure and Investor Protection Relating to SPACs and Projections – Impact on Target...

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The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board 2021-2022

Directors must cope with constantly shifting challenges. To help boards navigate these, Skadden launched The Informed Board, a periodic collection of concise articles that provide broad insights about key issues directors...more

Skadden, Arps, Slate, Meagher & Flom LLP

What Exactly Is an Independent Director? (Hint: It’s More Complicated Than You Think)

Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022: What You Need To Know …

This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Activism Landscape Continues To Evolve

Takeaways - ESG activist campaigners are likely to continue asserting themselves. Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure. Watch for more activist...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expected To Introduce Host of New Rules in 2022, Enhance Enforcement

Takeaways - In 2022, the SEC is likely to mandate ESG disclosures, and it intends to revise rules governing executive preplanned stock sales and corporate share buybacks. SPACs will face more regulation and also be...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues SPAC-Related Decision of First Impression

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

Cooley LLP

SEC offers another packed agenda for Fall 2021

Cooley LLP on

The SEC’s new Fall reg-flex agenda is posted and, no surprise, it’s packed. Here is the short-term agenda and here is the long-term version. And just as with the spring agenda, Commissioners Hester Peirce and Elad Roisman...more

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