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PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What are the Different Ways Securities Can Be Offered and Sold? (Part 1)
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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
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
SEC Developments - In Twin Actions, SEC Charges Former Kubient CEO for Fraud and Former CFO and Audit Committee Chair for Failing to Investigate and Perpetuating CEO’s Fraud....more
This is an excerpt from Securities Class Action Filings 2024 Midyear Assessment - COVID-19-related filings are on pace to increase by 27% in 2024. The number of cryptocurrency-related filings in 2024 H1 (three) was in line...more
Overall filing volume increased slightly in 2023 to 215 filings from 208 in 2022. The number of “core” filings—those excluding M&A filings—also increased slightly. The size of core filings when measured by Maximum Dollar Loss...more
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
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and guidance affecting initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and business...more
From climate change disclosure rules to private company transparency measures, the year ahead promises to be a busy one for securities lawyers. Just as we would tell an issuer sharing projections to accompany those with...more
On January 24, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules (the “Final Rules”) related to special purpose acquisition companies (SPACs) and de-SPAC transactions.[1] The Final Rules are intended...more
As we previously posted, the Securities and Exchange Commission held an open meeting this morning to consider and vote on whether to adopt final rules regarding SPAC IPOs and business combinations (de-SPAC transactions). ...more
Following a comment period and further review, CNSX Markets Inc. (the CSE) has received approval from the Ontario and British Columbia securities commissions to implement significant changes to its listing policies and forms....more
On 19 July 2022, the U.K. Secondary Capital Raising Review (the Review) published its report (the Report), making significant recommendations to improve the efficiency of secondary capital raising by companies listed on the...more
About 600 SPAC market participants came together June 15-16 to discuss latest developments, trends, worries, and innovations at the annual SPAC Conference organized by DealFlow Events....more
The Special Purpose Acquisition Company (“SPAC”) market is facing both a new set of rules and amendments to rules already in place under the Securities Act of 1933 and Securities Exchange Act of 1934. Last month, the U.S....more
SEC’s Climate-Related Comment Letters – Avoiding Potential Pitfalls - In September 2021, the Securities and Exchange Commission (SEC) provided a sample comment letter that included nine potential climate-related comments...more
On March 30, 2022, the Securities and Exchange Commission issued proposed rules focused on special purpose acquisition companies (SPACs) and subsequent business combination transactions between SPACs and private operating...more
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed a set of rules and amendments governing special purpose acquisition companies (“SPACs”) that will, if adopted, impose significant new regulatory...more
In its recently proposed rules that relate primarily to SPACs and shell companies, the SEC did propose certain changes relating to projections that would apply to all reporting companies. In particular, the proposed...more
In 2020 and the first quarter of 2021, the use of special purpose acquisition companies ("SPACs") as a means of taking companies public grew exponentially. SPAC IPOs raised a total of more than $160 billion in that five...more
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies...more
On March 30, 2022, the SEC announced proposed rules regarding SPACs and the use of projections. The proposed rules would require expanded disclosures regarding SPAC sponsors, conflicts of interest and dilution and require...more
The SEC proposed rules and amendments regarding special purpose acquisition companies (SPACs), shell companies, and projections disclosure. The proposed new rules and amendments would, among other things...more
We reported last year that unprecedented SPAC deal volume signaled an increased risk for disputes given their unique structure, including risks associated with disclosure requirements, material non-public information,...more
Recent SEC Comment Letters Recent Securities and Exchange Commission (SEC) comment letters reveal the SEC's close examination of special purpose acquisition companies (SPACs) and their proposed business combinations show no...more
On December 20, 2021, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) issued the Sample Letter (“Letter”) to companies based or having the majority of their operations in the People’s...more