News & Analysis as of

Disclosure Requirements Acquisitions Special Purpose Acquisition Companies (SPACs)

Orrick, Herrington & Sutcliffe LLP

SPAC (Re-)Attack: Top Considerations for Issuers Considering a De-SPAC Transaction

Continued volatility in the equity capital markets has revived what was thought to be a zombie after 2022 – the SPAC. There is an old investment banking mantra that they can do an IPO in a down market or an up market, but not...more

Morris James LLP

Chancery Finds Sufficiently Pled Fiduciary Duty Claims Relating to De-SPAC Transaction

Morris James LLP on

Solak v. Mountain Crest Capital LLC, et al., C.A. No. 2023-0469-SG (Del. Ch. Oct. 18, 2024) - The Court of Chancery found that the plaintiff stated legally-sufficient claims in connection with a merger transaction against...more

Mayer Brown Free Writings + Perspectives

SEC Updates Guidance on the Use of Lock-Up Agreements in Rule 145(a) Transactions

On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e.,...more

Cohen & Gresser LLP

Reading the Tea Leaves on Registration and Disclosure Requirements

Cohen & Gresser LLP on

The Securities and Exchange Commission (SEC) under the current Trump administration has swiftly adopted a new agenda. Some of the first initiatives dealt with shareholder engagement and shareholder proposals. These...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Harris Beach Murtha PLLC

SEC’s First Quarter Rules: SPAC IPOs and Climate Disclosure Mandates

In January and March 2024, respectively, the Securities and Exchange Commission (SEC) issued final rules concerning special purpose acquisition companies and mandatory climate-related disclosure. Each rulemaking was the...more

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

DarrowEverett LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

Fenwick & West LLP on

Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Parker Poe Adams & Bernstein LLP

To SPAC or Not to SPAC: How Is the SEC Answering That Question?

Last year saw a boom in the market for SPACs, or special purpose acquisition companies. Almost 250 SPACs raised more than $80 billion in initial public offerings (IPOs) during 2020. This trend did not let up as the calendar...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

Goodwin on

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

McDermott Will & Emery

SEC Charges SPAC, Sponsor, Merger Target and CEOs for Misleading Disclosures

McDermott Will & Emery on

On July 13, 2021, the US Securities and Exchange Commission (SEC) announced charges against a special purpose acquisition company (SPAC), the SPAC’s sponsor, the SPAC’s proposed merger target and two executives for allegedly...more

A&O Shearman

The role of Private Investment in Public Equity (PIPE) in financing SPACs business combinations

A&O Shearman on

PIPEs generally involve private equity funds, hedge funds and other private financial investors acquiring minority stakes in a SPAC, as a public listed company, at a significant discount to the market price of the SPAC’s...more

Dickinson Wright

SPAC Transactions Continue to Draw SEC’s Attention

Dickinson Wright on

SEC has been doling out investor bulletins, disclosure guidance, alerts, and staff statements relating to Special Purpose Acquisition Vehicles (SPAC) for a while now. On March 31, 2021, SEC released not one but two separate...more

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