On March 3, 2025, the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “SEC staff”) announced that, effective immediately, it is enhancing the accommodations available to...more
We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose...more
1/26/2024
/ Accredited Investors ,
Compliance ,
Disclosure Requirements ,
Effective Date ,
Final Rules ,
Form 8-K ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Regulation S-K ,
SEC Comment Letter Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Underwriting
The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more
1/22/2024
/ Capital Formation ,
Compliance ,
Form 8-K ,
Form S-1 ,
Life Sciences ,
Mergers ,
Publicly-Traded Companies ,
Recapitalization ,
Resales Agreements ,
Reverse Mergers ,
Rule 144 ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Shell Corporations
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting to consider proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and...more
4/1/2022
/ Comment Period ,
Disclosure Requirements ,
Investment Company Act of 1940 ,
Investors ,
New Rules ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Reverse Mergers ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
The SPAC market has withstood many challenges throughout 2021, including softening of the private investment in public equity (PIPE) market for a majority of the year after a very robust first quarter for initial business...more
1/7/2022
/ Acquisitions ,
Backstop Agreements ,
Breach of Duty ,
Capital Markets ,
Class Action ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investigations ,
Investors ,
Mergers ,
Private Investment in Public Equity (PIPEs) ,
Proposed Legislation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Share Redemption ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
Within the last two weeks, a group of plaintiffs’ attorneys have filed derivative lawsuits in U.S. federal court in New York against three separate special purpose acquisition companies (“SPACs”) — Pershing Square Tontine...more
On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more
7/29/2021
/ Acquisitions ,
CEOs ,
Disclosure Requirements ,
Enforcement Actions ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Omissions ,
Rule 10b-5 ,
Section 17(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs) ,
Sponsors
The Securities and Exchange Commission has approved the amended Nasdaq proposal to amend Rule 5635(d), which requires Nasdaq-listed companies to obtain shareholder approval before issuing common stock or securities...more