Why SPACs Need a Deadline

By Andrew A. Schwartz September 15, 2026 by renholding

SPACs are public companies designed to die. Ordinary corporations, like Coca-Cola, enjoy perpetual existence under the law. Special-purpose acquisition companies, by contrast, are organized with a termination date from the outset—usually two years, and never more than three under stock …

Should Directors Control Reporting Frequency?

By Jesse M. Fried July 22, 2026 by renholding

On May 5, 2026, the Securities and Exchange Commission proposed amendments that would permit U.S. domestic issuers to file financial reports semiannually rather than quarterly. Under the proposal, the choice would rest with the firm alone—that is, with its board …

How “Foreign Private Issuer” Loopholes Leave U.S. Investors Exposed

By David F. Larcker, Amit Seru, Brian Tayan and Daniel Taylor February 4, 2026 by renholding

For decades, U.S. securities regulation has treated foreign firms listed on U.S. exchanges differently from domestic issuers. Through the “foreign private issuer” (FPI) framework, the Securities and Exchange Commission (SEC) has offered foreign companies substantial accommodations such as exemptions from …

How Going Public Through SPACs or IPOs Affects Governance and Growth

By Swarnodeep Homroy December 2, 2025 by renholding

The rise of Special Purpose Acquisition Companies (SPACs) as an alternative pathway to public markets represents one of the most significant features of entrepreneurial ventures in the last few years. Between 2020 and 2021, SPACs accounted for over 40% of …

Paul Weiss Discusses Dismissal of Section 11 Suit on Traceability Grounds

By David P. Friedman, Daniel S. Sinnreich and Emily M. Miller July 7, 2025 by renholding

On June 23, 2025, the District Court for the Northern District of California dismissed a Section 11 claim where non-executive employees of the issuer were permitted to sell a portion of their preexisting shares to the public in connection with …

Paul Weiss Discusses Section 11 Liability for Companies Going Public Through Direct Listing

By Alison R. Benedon, Andrew J. Ehrlich, David P. Friedman, Audra J. Soloway and Daniel S. Sinnreich April 16, 2025 by renholding

On April 4, 2025, a federal district court in Colorado dismissed a Section 11 claim arising out of a direct listing and concluded that recent Supreme Court precedent “likely forecloses Section 11 liability in the direct listing context” altogether. The …

Commitment and Optionality in the Control of Controlling Shareholders

By Jeffrey N. Gordon March 10, 2025 by renholding

My colleague Eric Talley at Columbia Law School has proposed an ingenious modification of SB 21 – scheduled for a vote today in the Delaware legislature – that highlights the contractarian traditions of Delaware law and builds off the experience …

Does the Moelis Decision Warrant a Quick Legislative Fix?

By Jill E. Fisch and Anat Alon-Beck June 10, 2024 by renholding

On February 23, 2024, the Delaware Court of Chancery issued its decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, which invalidated a stockholder agreement between Moelis & Company (the “Company”) and its founder and controlling …

Why the SEC’s SPAC Solution Makes Sense

By Karen E. Woody and Lidia Kurganova October 26, 2023 by renholding

On March 30, 2022, the SEC proposed much-anticipated regulations governing Special Purpose Acquisition Companies (“SPACs”), which provide an alternative route for a company to be traded on a national exchange without undertaking the cumbersome process of an initial public offering …

Does “Wedge” Size in Dual-Class Firms Matter?

By Rimona Palas, Dov Solomon, Dalit Gafni and Ido Baum October 19, 2023 by renholding

The structure of dual-class stock, where one class of shares confers more votes per share than the other, creates a gap (“wedge”) between voting rights and cash flow rights that allows insiders to raise capital without relinquishing effective control of …

Paul Weiss Discusses Supreme Court Decision Limiting Who May Sue Under Section 11 of Securities Act

By Kannon K. Shanmugam, Susanna M. Buergel, Andrew J. Ehrlich, Audra J. Soloway and Brian M. Lipshutz June 7, 2023 by renholding

On June 1, 2023, the Supreme Court unanimously held in Slack Technologies v. Pirani that Section 11 of the Securities Act of 1933 requires plaintiffs to plead and prove that they bought shares registered under the registration statement they claim …

How Startup Attorneys Create Value and Engineer Exits

By Rachel Landy April 25, 2023 by renholding

For nearly 40 years, scholars have debated whether business lawyers add value to transactions. The debate essentially started with an influential article by Professor Ronald Gilson, who characterized business lawyers as “transaction cost engineers.” These engineers optimize the costs of …

Skadden Discusses SEC Guidance on Pay-Versus-Performance Disclosure

By Shalom D. Huber and Loren Koles March 6, 2023 by renholding

The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in 2022. The 15 new Compliance & Disclosure Interpretations (C&DIs) are …

Skadden Discusses Delaware Chancery Decision Questioning Fundamental SPAC Structure

By Howard L. Ellin, Edward B. Micheletti, Gregg A. Noel, Richard C. Witzel, Jr. and Sarah Runnells Martin February 3, 2023 by renholding

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation.

Early last year, in January 2022, Vice …

How SPACs Disable Indirect Investor Protection

By Holger Spamann and Hao Guo July 11, 2022 by renholding

Special Purpose Acquisition Companies (SPACs) are a trap for unwary investors. In standard public equity securities, even the most naïve investor is protected, first, by the market price – you pay only for what you get – and, second, by …

Debevoise & Plimpton Discusses SEC’s Proposed SPAC Rules and Investment Banks

By Christopher Anthony, Andrew L. Bab, Morgan J. Hayes, William D. Regner and Gregory V. Gooding May 2, 2022 by renholding

The new rules relating to special purpose acquisition companies proposed by the Securities and Exchange Commission on March 30, 2022, would, if adopted, have far-reaching effects on investment banks involved in business combination transactions involving SPACs. The proposed rules aim …

SEC Chair Gensler on SPACs, Shell Companies, and Projections Proposal

By Gary Gensler March 31, 2022 by renholding

Today [March 30], the Commission is considering a proposal to strengthen investor protections in special purpose acquisition companies (SPACs). I am pleased to support this proposal because, if adopted, it would strengthen disclosure, marketing standards, and gatekeeper and issuer obligations

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Initial Public Offerings and Optimal Corporate Governance

By Albert H. Choi March 9, 2022 by renholding

Do companies adopt optimal governance arrangements when they go public? This question has been a hotly debated topic in corporate law and governance and one that I examine in a recent paper.

At the time of an initial public offering …

SPACs and PIPEs as Efficient Tools for Corporate Growth

By Frank Fagan and Saul Levmore March 8, 2022 by renholding

A SPAC can be understood as an alternative to an IPO, with investors using a large investor, a PIPE, to find out whether the SPAC founder has really chosen a good target or is simply rushing to get a big …

SEC Chair Speaks Before Small Business Capital Formation and Asset Management Advisory Committees

By Gary Gensler September 28, 2021 by renholding

Thank you, Carla [Garrett]. It’s good to be with this Committee again. I’d like to thank the members for their time and willingness to represent the interests of America’s small businesses. As is customary, I’d like to note I’m not

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