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Liability Risk in De-SPAC Transactions

On April 8, 2021, John Coates, the Acting Director of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, released a public statement expressing concern about claims of some practitioners and...more

COVID-19 Stimulus: The Fed’s 2020 TALF — Comparisons to 2008

Under the recently announced Term Asset-Backed Securities Loan Facility (the “2020 TALF”), the New York Federal Reserve will commit to lend on a recourse basis to a special purpose vehicle (the “TALF SPV”), which will...more

SEC Staff Issues Guidance Regarding 144A and Regulation S

On December 8, 2016, the staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) to provide guidance regarding status of qualified institutional buyers (QIBs) under...more

SEC Staff Issues Guidance on Definition of Foreign Private Issuer

On December 8, 2016, the Staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) to provide guidance regarding the definition of foreign private issuers (FPIs) under...more

Developments relating to Category 3 Offerings under Regulation S

One of the more vexing problems under Securities and Exchange Commission (SEC or the Commission) Regulation S involves its application to U.S. companies desiring to go public outside the United States. As is well known,...more

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