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Securities and Exchange Commission (SEC) Publicly-Traded Companies PSLRA

Woodruff Sawyer

SEC Finally Finalizes the SPAC Rules

Woodruff Sawyer on

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

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

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

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

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

A&O Shearman

Northern District Of California Grants Motion To Dismiss With Prejudice Securities Act Claims Against Technology Company, Holding...

A&O Shearman on

On December 14, 2021, Judge Beth Labson Freeman of the Northern District of California granted a motion to dismiss claims brought under Sections 11 and 15 of the Securities Act of 1933 (“the Securities Act”) against a...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

Jones Day

SEC Threatens to Slap SPACs

Jones Day on

The use of SPACs has reached unprecedented levels, but recent pronouncements from the SEC may signal heightened enforcement and litigation risk for SPACs, as well as their sponsors, officers and directors, and auditors. The...more

Ballard Spahr LLP

SPACs and De-SPACing: Considerations for Going Public Through a Combination with a SPAC

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In the last year, there has been an unprecedented surge of special purpose acquisition company (SPAC) formations. This has attracted a lot of attention to the SPAC space, from the sponsor side (traditional private equity...more

Cooley LLP

Alert: SPAC Enforcement Risks Increase with Enhanced SEC Scrutiny

Cooley LLP on

What happened - In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public...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

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

Stinson - Corporate & Securities Law Blog

Corp Fin Director Questions Application of PSLRA to De-SPAC Transactions

John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a...more

King & Spalding

Not So Special – Securities And Antitrust Regulators May Increase Attention To SPACs In The Coming Year

King & Spalding on

In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...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

Sheppard Mullin Richter & Hampton LLP

Fifth Circuit Affirms Dismissal Section 14(a) Complaint For Failure to Plead Facts Demonstrating Alleged Omissions from Proxy...

In Heinze v. Tesco Corp., No. 19-20298, 2020 WL 4814094 (5th Cir. Aug. 19, 2020), the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a putative class action suit under Section 14(a) of the...more

Perkins Coie

Investor Focus on Sustainability

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Companies across industries—from retail to high tech to financial services—are touting their sustainability initiatives to attract and retain customers and employees. But investors are similarly clamoring for regular...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

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