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 …

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 …

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 …

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 …

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 …

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 …

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 …

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 …

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 …

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 …

The JOBS Act was signed into law on April 5, 2012, with the objective of improving access to the public capital market for growth companies. Title I of the JOBS Act amended the Securities Act and the Exchange Act and …