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 …

Wachtell Lipton Discusses Mergers and Acquisitions–2022 and 2023

By Wachtell, Lipton, Rosen & Katz February 2, 2023 by renholding

2022 was a tale of two halves for M&A. The beginning of the year was active, as robust dealmaking carried over from the record-breaking levels of 2021 to drive approximately $2.2 trillion worth of global deals through the first half …

The Value of Executive Visibility

By Lora Dimitrova and Margaret Fong December 23, 2022 by renholding

In a new paper, we examine how the visibility of executives affects the value of their firms. We define executive visibility as the ubiquity of the executive’s public profile, separate from that of the firm. Communications and public relations …

All Stick and No Carrot? Reforming Public Offerings

By Stephen J. Choi and Adam C. Pritchard November 14, 2022 by renholding

The traditional IPO was once the dominant path to raising capital for a growing company, but challengers, most notably SPACs and direct listings, have emerged. In our essay, we argue that the regulation of public offerings should seek to facilitate …

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 Commissioner Speaks on IPOs and the Rise of SPACs

By Caroline A. Crenshaw April 29, 2022 by renholding

Thank you Hal [Scott] for that kind introduction and for inviting me to speak today. I am honored to precede such an esteemed panel of practitioners and academics. As always, I must give my standard disclaimer that my remarks are

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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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SEC Commissioner Dissents on Shell Companies, Projections, and SPACs Proposal

By Hester M. Peirce March 31, 2022 by renholding

Thank you, Chair Gensler, Renee [Jones], Charles [Kwon], and Jessica [Wachter] for the presentation. The Commission’s 2022 budget request includes additional resources to address “an unprecedented surge in non-traditional IPOs by special purpose acquisition companies.”[1] If we adopt the

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Sullivan & Cromwell Discusses Delaware Chancery’s First Fiduciary-Duty Opinion on SPACs

By John Hardiman, Matt Goodman, Carson Zhou and Matthew Strand February 3, 2022 by renholding

On January 3, 2021, in In re MultiPlan Corp. Stockholders Litigation,^[1] the Delaware Court of Chancery denied a motion to dismiss a complaint brought by SPAC stockholders against the SPAC, its sponsor and its directors. Plaintiffs alleged that …

Fintech SPACs Have Been Swimming Naked – and the Tide Is Going Out

By Todd H. Baker January 27, 2022 by renholding

Acorns Grow Inc., the financial technology and investing startup, said last week that it was abandoning its $2.2 billion merger with SPAC Pioneer Merger Corp., putting itself on the hook for a $17.5 million termination fee. Coming almost eight months …

SPACtivism

By Sharon Hannes, Adi Libson and Gideon Parchomovsky January 12, 2022 by renholding

SPACs are on fire. Scholars and commentators have pointed out the flaws of SPACs, including the various agency problems they generate (Klausner 2021), and their utilization by sophisticated investors to take advantage of unsophisticated investors (Spamann, …

Cleary Gottlieb Discusses Delaware Chancery Decision on SPAC Merger Challenge

By John A. Kupiec, Roger Cooper, Mark McDonald, Pascale Bibi and James Langston January 10, 2022 by renholding

In one of the first opinions addressing fiduciary duty claims in the context of a transaction involving a special purpose acquisition company (“SPAC”), the Delaware Court of Chancery determined that the SPAC shareholders’ right to redeem can be undermined by …

The SPACtacular Rise of the Special Purpose Acquisition Company: A Retail Investor’s Worst Nightmare

By Bobby V. Reddy December 13, 2021 by renholding

The special purpose acquisition company, or SPAC, is a company with no commercial or operating history that has listed on a stock exchange with the sole objective of raising financing to identify and acquire another company. SPACs developed after the …

SEC Chair Gensler Speaks on the Risks of SPACs

By Gary Gensler December 13, 2021 by renholding

Thank you for the kind introduction, Ty [Gellasch]. It’s great to be with the Healthy Markets Association.

As is customary, I’d like to note that my views are my own, and I am not speaking on behalf of my fellow

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SPACs: The Roles of Reputation and Disclosure When Information Is Limited

By Andrea Pawliczek, A. Nicole Skinner and Sarah Zechman October 25, 2021 by renholding

Special purposes acquisition corporations (also known as SPACs or blank check companies) have received a lot of attention recently – and for good reason. SPACs accounted for more than half of U.S. IPOs in 2020, raising over $70 billion in …

SEC Chair Gensler Testifies Before U.S. House Committee on Financial Services

By Gary Gensler October 7, 2021 by renholding

Good afternoon, Chairwoman Waters, Ranking Member McHenry, and members of the Committee. I’m honored to appear before you today for the second time as Chair of the Securities and Exchange Commission. As is customary, I will note that my views

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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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Why Singapore Exchange’s Embrace of SPAC Listings Is a Game Changer

By Lerong Lu and Alice Lingsheng Zhang September 27, 2021 by renholding

On September 2, 2021, Singapore Exchange (SGX) released the “Proposed Listing Framework for Special Purpose Acquisition Companies” that officially permits the public listing of SPACs on its mainboard. The move aims to cement Singapore’s status as Asia’s top …

SPACs and Forward-Looking Disclosure: Hype or Information?

By Kimball Chapman, Richard M. Frankel and Xiumin Martin September 21, 2021 by renholding

In 2021, 359 SPACs have raised $95 billion, surpassing the $74 billion raised by 254 SPACs in 2020. The growth in this market might mean that sophisticated investors are using a regulatory loophole to avoid IPO disclosure regulations in taking …

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