Columbia Law School
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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
SPACs
SEC Chair Gensler on SPACs, Shell Companies, and Projections Proposal
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
SEC Commissioner Dissents on Shell Companies, Projections, and SPACs Proposal
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
Sullivan & Cromwell Discusses Delaware Chancery’s First Fiduciary-Duty Opinion on SPACs
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
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
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
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
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
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
SPACs: The Roles of Reputation and Disclosure When Information Is Limited
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
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
SEC Chair Speaks Before Small Business Capital Formation and Asset Management Advisory Committees
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
Why Singapore Exchange’s Embrace of SPAC Listings Is a Game Changer
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?
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 …
SEC Chair Gensler Testifies Before Senate Committee on Banking, Housing, and Urban Affairs
Good morning, Chairman Brown, Ranking Member Toomey, and members of the Committee. I’m honored to appear before you today for the first time as Chair of the Securities and Exchange Commission. I’d like to thank you for your support in …
Gibson Dunn Offers 2021 Mid-Year Securities Litigation Update
The torrid pace of new securities class action filings over the last several years slowed a bit in the first half of 2021, a period in which there have been many notable developments in securities law. This mid-year update briefs …
SEC Chair Gensler Speaks Before Investor Advisory Committee
Thank you for the kind introduction. I’d like to note that my views are my own, and I’m not speaking on behalf of my fellow Commissioners or the staff.
I’m glad to participate in my second meeting of the Investor
Leading Law Firms Respond to Investment Company Act Lawsuits Targeting SPAC Industry
Editor’s Note: A response to the statement below immediately follows this post.
Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, …
The Anti-SPAC Attack Claque
A joint letter by 58 law firms is certainly a notable declaration, particularly when pulled together within a mere 10 days after litigation initiated by esteemed scholars. Observers might be tempted to wonder whether the motivation for such a quick …
Cleary Gottlieb Discusses Final Rules For UK-Listed SPACs
On July 27, 2021, the Financial Conduct Authority (“FCA”) published a policy statement that includes final rules amending the UK Listing Rules, and new associated guidance, applicable to special purpose acquisition companies (“SPACs”).[1] The new …