News & Analysis as of

Disclosure Requirements Board of Directors Special Purpose Acquisition Companies (SPACs)

Hogan Lovells

Solak v. Mountain Crest Capital: fiduciary duties claims abound for SPAC sponsors and directors

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In Solak v. Mountain Crest Capital, the Delaware Court of Chancery found that a stockholder plaintiff pleaded a viable breach of fiduciary duty claim based on an alleged failure of the board of directors of a SPAC to disclose...more

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...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

Skadden, Arps, Slate, Meagher & Flom LLP

Mind Your Disclosures: Delaware Courts Are Asking Just When a Stockholder Vote Is ‘Fully Informed’

A fully informed stockholder vote can help protect a company and its directors from lawsuits challenging a transaction. Under Delaware law, board decisions may enjoy deference under the business judgment rule where...more

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2024)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Foley Hoag LLP - White Collar Law &...

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Cooley LLP

SEC offers another packed agenda for Fall 2021

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The SEC’s new Fall reg-flex agenda is posted and, no surprise, it’s packed. Here is the short-term agenda and here is the long-term version. And just as with the spring agenda, Commissioners Hester Peirce and Elad Roisman...more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2022 Focusing on Board Diversity, Climate and ESG Oversight

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more

Goodwin

Get Your Board On Board with Limiting SPAC-Related Litigation Risk

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Although Special Purpose Acquisition Companies (SPACs) have been around for decades, only recently have they experienced an incredible surge in popularity and, inevitably, attention from regulators and plaintiffs’ law firms....more

Goodwin

Limiting SPAC-Related Litigation Risk: Disclosure And Process Considerations

Goodwin on

2020 marked an incredible surge in the prevalence of Special Purpose Acquisition Company (“SPAC”) initial public offerings and business combinations (“deSPAC transactions”). In 2020, there were 248 SPAC IPOs (raising total...more

Skadden, Arps, Slate, Meagher & Flom LLP

ISS and Glass Lewis Release Updated Proxy Voting Guidelines

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently announced updates to their proxy voting guidelines for the 2021 proxy season. These updates reflect institutional investors’ increased...more

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