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Skadden Discusses SEC and ESG Disclosure

By Brian V. Breheny, Raquel Fox, Marc S. Gerber and Neil P. Stronski May 13, 2021 by renholding

During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should therefore be disclosed) if there is a …

Skadden Discusses Closer Scrutiny of Corporate Conduct Under Biden

By Gary DiBianco, Andrew M. Lawrence, Jessie K. Liu, Colleen P. Mahoney and Jocelyn E. Strauber May 6, 2021 by renholding

The Biden administration is widely expected to be tougher on corporate wrongdoing than its predecessor. Although there have not yet been significant changes to existing policies, key nominations to date and early enforcement initiatives signal close scrutiny of corporate conduct …

Extraterritorial Reach of U.S. Crypto Regulation by the SEC

By Carol Goforth April 27, 2021 by renholding

In 2008, the world ushered in the blockchain era[1] with a whitepaper posted pseudonymously in an online discussion of cryptography under the name “Satoshi Nakamoto.”[2] That paper formed the foundation for Bitcoin, the first blockchain-hosted cryptoasset,[3] a …

Taming Unicorns

By Matthew Wansley April 15, 2021 by renholding

Until the last decade, most startups that grew to become valuable businesses chose to go public. Late-stage startups with reported valuations over $1 billion used to be so rare that venture capitalist Aileen Lee called them “unicorns.” When she coined …

O’Melveny & Myers Discusses the Legal Challenges of NFTs

By Heather J. Meeker, Laurel Loomis Rimon, Eric Sibbitt and Braddock Stevenson April 14, 2021 by Nisha Chandra

Non-Fungible Tokens, or NFTs, are big news these days. After an NFT for a piece of digital art by the artist Beeple (Mike Winkelmann) sold for $69 million in March 2021―making it the third-most expensive artwork by a living …

SEC Speaks on Accounting and Reporting Considerations for SPAC Warrants

By John Coates and Paul Munter April 13, 2021 by renholding

In a recent statement,[1] Acting Chief Accountant Paul Munter highlighted a number of important financial reporting considerations for SPACs.[2] Among other things, that statement highlighted challenges associated with the accounting for complex financial instruments that may be common

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SPACs, IPOs, and Liability Risk Under the Securities Laws

By John Coates April 12, 2021 by renholding

Over the past six months, the U.S. securities markets have seen an unprecedented surge in the use and popularity of Special Purpose Acquisition Companies (or SPACs).[1],[2] Shareholder advocates – as well as business journalists and legal and

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Ropes & Gray Discusses FCPA as an Enforcement Priority Under New Administration

By Patrick Welsh, Nicole Horowitz, Kate Yuan Tian and Alex Rene April 7, 2021 by snehapandya

On March 10, 2021, the United States Senate confirmed D.C. Circuit Judge Merrick Garland as the incoming Attorney General to lead the Department of Justice (DOJ). The confirmation of Biden’s nominee to lead the Securities & Exchange Comission (SEC), Gary …

Quinn Emanuel Discusses SPAC Litigation Risks

By Christopher D. Kercher, Ellison Ward Merkel, R. Brian Timmons and Robert Schwartz April 2, 2021 by Nisha Chandra

Special purpose acquisition companies, or SPACs, took 2020 by storm, with nearly 250 SPACs raising around $83 billion through initial public offerings (“IPOs”)—more than the previous five years combined.[1] The SPAC boom has only accelerated in 2021, with over 200 …

SEC’s Acting Chief Accountant Discusses Reporting and Auditing Issues for Companies Merging with SPACs

By Paul Munter April 1, 2021 by renholding

In recent years, we have seen significant market developments and innovation in our capital markets, with a variety of structures being utilized to raise capital and facilitate taking private companies public.[1]

The U.S. capital markets are often described as

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Regulating SPACs — Before It’s Too Late

By Georges Ugeux March 31, 2021 by renholding

Although it has been used in the past, the resurgence of the Special Purpose Acquisition Company (SPAC) has been spectacular in the last two years. According to its promoters, a SPAC offers relatively easy access to a listing on a …

Latham & Watkins Discusses New CFTC Climate Risk Unit

By Yvette D. Valdez, Douglas K. Yatter, Jean-Philippe Brisson, Paul A. Davies and Nicola Higgs March 31, 2021 by snehapandya

On March 17, 2021, the Commodity Futures Trading Commission (CFTC) announced the establishment of an interdivisional Climate Risk Unit (CRU) to assess the risks to US financial stability posed by climate change. The CRU aims to be a catalyst for …

Paul Weiss Discusses How to Mitigate SPAC Litigation Exposure

By Brad S. Karp, Lewis R. Clayton, Jessica S. Carey, Gregory F. Laufer and Geoffrey R. Chepiga March 26, 2021 by Nisha Chandra

The explosive growth in Special Purpose Acquisition Companies (“SPACs”)[1] is starting to generate significant amounts of litigation. Scores of civil lawsuits have been filed against SPAC sponsors and/or their directors and officers since the start of 2020, with more …

Wilson Sonsini Discusses SEC Focus on Climate Change Disclosures

By Steve Bochner, Jose Macias and Courtney Mathes March 25, 2021 by Nisha Chandra

In a series of recent public statements and announcements, the U.S. Securities and Exchange Commission (SEC) has signaled that climate change disclosures will be front and center on its agenda.

These announcements come as Gary Gensler, President Biden’s nominee for …

GameStop, Social Media, and the Phenomenon of Expressive Trading

By John P. Anderson March 24, 2021 by renholding

There is evidence that at least some of the recent social-media-driven “meme” trading in stocks such as GameStop is being driven by motives other than profit seeking. In fact, many of the retail traders involved in the recent short-squeeze frenzy …

Short Sellers, Short Squeezes, and Securities Fraud

By Christine Hurt and Paul Stancil March 22, 2021 by renholding

Securities fraud and short sellers are strange bedfellows. The stereotypical story involving both happens when short sellers bring to light false statements of issuers, prompting corrective disclosures and giving shareholders a cause of action. At times, issuers accuse these short …

SEC Commissioner Speaks at Asset Management Advisory Committee Meeting

By Hester M. Peirce March 22, 2021 by renholding

Good morning to you all and thank you Ed [Bernard]. It is always a pleasure to welcome the hard working volunteers of AMAC back to the Commission. I also want to thank Sarah ten Siethoff and the staff of the

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Latham & Watkins Discusses Whether NFTs Are Securities

By Stephen P. Wink, Miles P. Jennings, Shaun Musuka and Deric Behar March 19, 2021 by Nisha Chandra

As the current crypto boom has progressed, it seemed Decentralized Finance (DeFi) had cemented its position as the dominant new narrative of this cycle. This view is supported by the tens of billions of dollars that have flowed into DeFi …

Cooley Discusses SEC’s Regulation Fair Disclosure Charges Against AT&T

By Luke Cadigan, Patrick Gibbs, Randall Lee, Colin Scott and Elizabeth Skey March 18, 2021 by Nisha Chandra

The SEC recently brought charges against AT&T and three mid-level executives for selectively providing information to Wall Street analysts in alleged violation of Regulation Fair Disclosure (Reg FD). According to the complaint filed in the Southern District of New York, …

Acting Chair Lee Speaks on Meeting Investor Demand for Climate and ESG Information at the SEC

By Allison Herren Lee March 17, 2021 by renholding

Thank you, John [Podesta], and thanks to the whole team here at the Center for American Progress, for hosting me today. I’ve had the honor of serving as Acting Chair of the SEC for nearly two months now, and I

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