Gibson Dunn Offers 2021 Mid-Year Securities Litigation Update

By Monica K. Loseman, Craig Varnen, Jefferson E. Bell, Rachel N. Jackson and Alisha Siqueira September 13, 2021 by renholding

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

By Gary Gensler September 10, 2021 by renholding

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

By Fifty-Eight Law Firms August 31, 2021 by renholding

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

By William A. Birdthistle August 31, 2021 by renholding

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

By Sebastian R. Sperber, Ferdisha Snagg, Mohamed Taha, Bree Morgan-Davies and Julian Cardona August 26, 2021 by renholding

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 …

Sullivan & Cromwell Discusses SPACs in the UK

By Sullivan & Cromwell August 5, 2021 by renholding

On July 27, 2021 the FCA published a policy statement setting out its planned amendments to the Listing Rules to remove the presumption of suspension that applies to special purpose acquisition companies (SPACs) when a potential acquisition target is identified …

Arnold & Porter Discusses Delaware Case on SPACs and Breaches of Fiduciary Duties

By Alexander Gendzier, Teresa L. Johnson and Nicholas O'Keefe June 15, 2021 by renholding

The complaint filed in Franchi v. Multiplan Corp. et al. in the Chancery Court of Delaware on April 9, 2021 [1], has received a fair amount of attention because it claims breaches of fiduciary duties of a SPAC’s Board of …

SPAC vs. IPO: Is There a Difference in Executive Compensation?

By James F. Reda May 20, 2021 by renholding

An emerging company in need of capital to grow has an important decision to make: how and when to raise the necessary capital.

The traditional way of taking an emerging company public in an initial public offering, or IPO, is …

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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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

…

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 …

The Lowdown on SPACs

By Minmo Gahng, Jay Ritter and Donghang Zhang March 11, 2021 by renholding

In 2020, the number of IPOs by a Special Purpose Acquisition Company (SPAC) set records: A total of 248 SPAC IPOs raised over $75 billion. The boom continues in 2021: Each of January and February has seen over 90 SPAC …

Skadden Discusses “The Year of the SPAC”

By Christopher M. Barlow, C. Michael Chitwood, Howard L. Ellin, Michelle Gasaway and Gregg A. Noel February 18, 2021 by snehapandya

Transactions by special purpose acquisition companies, or SPACs, exploded in 2020, resulting in a 320% increase in the number of SPAC initial public offerings (IPOs) compared to 2019. SPACs have been around for 15 years and now are established as …

Wachtell Lipton Discusses M&A Activity in 2020 and Expectations for 2021

By Wachtell, Lipton, Rosen & Katz February 4, 2021 by renholding

Deal activity (or inactivity) for much of 2020 was driven first by the unprecedented uncertainty and massive global shutdown of the early days of the Covid-19 pandemic, and then propelled by rising markets and confidence as animal spirits anticipated the …

Paul Weiss Discusses SEC Guidance on Disclosure by SPACs

By Mark S. Bergman, John C. Kennedy, Raphael M. Russo, and David Curtiss January 5, 2021 by renholding

The Staff of the Division of Corporation Finance recently issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies (available here). This guidance highlights disclosure considerations for SPACs at both the IPO and business combination stages, with a …

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Columbia Law School's Blog on Corporations and the Capital Markets

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