News & Analysis as of

Disclosure Requirements Special Purpose Acquisition Companies (SPACs) Initial Public Offering (IPO)

Foley Hoag LLP - Public Companies & the Law

SEC Signals Potential Shift in Disclosure Requirements

Recent developments at the SEC highlight the Commission’s focus on reducing disclosure burdens for companies and encouraging public capital formation. SEC Executive Compensation Roundtable - Executive compensation...more

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

WilmerHale

So You Went Public via a Reverse Merger? Are You a Shell Company?

WilmerHale on

In recent years, a variety of alternative paths to public ownership and trading liquidity have emerged. The reverse merger is among one of the oldest alternatives to a conventional IPO for a private company seeking to become...more

Wyrick Robbins Yates & Ponton LLP

Enhanced Accommodations for Issuers Submitting Draft Registration Statements

On March 3, 2025, the Securities and Exchange Commission’s (the “SEC’s”) Division of Corporation Finance announced that it is expanding the accommodations available for issuers that submit draft registration statements for...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

ArentFox Schiff

SEC Expands Accommodations for Reviewing Nonpublic Registration Statements

ArentFox Schiff on

On March 3, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it is expanding the accommodations available to issuers submitting nonpublic draft registration statements for staff...more

Goodwin

SEC Staff Expands Draft Registration Statement Accommodations

Goodwin on

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

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

Bass, Berry & Sims PLC

SEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for Issuers

Bass, Berry & Sims PLC on

On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made...more

BCLP

Can You Keep A Secret? SEC Expands Availability of Confidential Submissions of Draft Registration Statements

BCLP on

The SEC has declared its intent to “return[] to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.” The new accommodations will allow any...more

Mayer Brown Free Writings + Perspectives

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more

Sheppard Mullin Richter & Hampton LLP

SEC to Expand Confidential Filing Privileges

The U.S. Securities and Exchange Commission (SEC) has announced significant changes to its confidential filing procedures, aiming to support capital formation and provide greater flexibility for companies planning public...more

Cooley LLP

Corp Fin Issues New Guidance Further Accommodating Nonpublic Draft Registration Statements

Cooley LLP on

A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the...more

Paul Hastings LLP

SEC Staff Extends Accommodations to File Confidential Draft Registration Statements: A Small Gift for Certain Issuers Under...

Paul Hastings LLP on

On March 3, 2025, the Staff of the SEC Division of Corporation Finance expanded the categories of issuer that may submit draft registration statements confidentially for review by the SEC, effective immediately. Confidential...more

Wilson Sonsini Goodrich & Rosati

SEC Staff Expands Accommodations for Nonpublic Review of Draft Registration Statements

On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) announced an expansion of the nonpublic review process for draft registration statements. This expansion aims to...more

DLA Piper

SEC Expands Confidential Review Process to Facilitate Capital Formation

DLA Piper on

Companies seeking to raise capital through a public offering are encouraged to note the US Securities and Exchange Commission (SEC)’s announcement on March 3, 2025 that the staff of the Division of Corporation Finance (SEC...more

Orrick, Herrington & Sutcliffe LLP

SEC Expands Confidential Registration Statement Filing Process

The SEC announced that companies can now submit registration statements for confidential review before public filing in connection with most registered offerings. This expansion builds on the confidential filing process that...more

Cooley LLP

Corp Fin expands opportunities for nonpublic review of draft registration statements

Cooley LLP on

Yesterday, the SEC announced that Corp Fin was “further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements.” You might recall that, in...more

Mayer Brown Free Writings + Perspectives

Additional SEC Staff Accommodations for Confidential Submissions of Registration Statements

Yesterday, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced a new policy permitting confidential submission of registration statements in additional circumstances in order...more

Stinson - Corporate & Securities Law Blog

SEC Expands Confidential Filings to Facilitate Planning for IPOs

The SEC announced that its Division of Corporation Finance is further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements....more

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

Ropes & Gray LLP on

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

Mintz - Securities & Capital Markets...

Recent SEC Rules and Guidance Impose New Obligations on SPACs and Reverse Mergers

On January 24, 2024, the US Securities and Exchange Commission (SEC) adopted final rules relating to special purpose acquisition companies (SPACs) and other shell companies. The new rules are effective on July 1, 2024....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

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New...

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...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

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