News & Analysis as of

Publicly-Traded Companies Mergers Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP

UK Public Markets Monitor – Q2 2025

AIM Consultation Paper - 7 April 2025 / LSE - The London Stock Exchange (LSE) initiated a significant consultation on the Alternative Investment Market (AIM). The discussion paper sought feedback from market participants...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

Blake, Cassels & Graydon LLP

Fusions et acquisitions au Canada : Foire aux questions sur les F&A de sociétés ouvertes

Notre brochure Foire aux questions répond aux questions courantes au sujet de la réglementation des F&A de sociétés ouvertes. Cette ressource complète traite de sujets clés et contient de l’information essentielle pour vous...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

Cadwalader, Wickersham & Taft LLP

Regulation in Flux, March 2025 - The UK’s FCA Publishes Bulletin on Leaks of Market Sensitive Information

In Primary Market Bulletin 54, the Financial Conduct Authority ("FCA") addresses concerns about deliberate, unintentional and unlawful disclosure of market sensitive information during ongoing M&A transactions. Leaks to the...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

Lowenstein Sandler LLP

SEC’s Expanded Confidential Review Process Provides Issuers Greater Flexibility To Explore and Plan Public Offerings

Lowenstein Sandler LLP on

On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced significant enhancements to the accommodations available for issuers confidentially submitting draft registration...more

Akin Gump Strauss Hauer & Feld LLP

SEC Publishes Revised C&DI Related to Lock-Up Agreements in Business Combinations and New C&DIs Related to Tender Offers

On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more

BCLP

SEC Staff Issues New Guidance on M&A Lockups and All-cash Tender Offers

BCLP on

The SEC staff recently published new guidance for voting commitments in public M&A transactions and all-cash tender offers....more

Morrison & Foerster LLP

U.S. SEC Expands Accommodations for Confidential Draft Registration Statements

On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the SEC) issued new guidance, effective immediately, expanding the accommodations available for...more

White & Case LLP

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

White & Case LLP on

On March 3, 2025, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued an announcement expanding accommodations available for issuers to submit draft registration statements for...more

Blake, Cassels & Graydon LLP

Canadian Mergers and Acquisitions: Public M&A FAQs

Our FAQs brochure answers common questions about the regulation of public M&A in Canada. This comprehensive resource addresses key topics and essential insights to help navigate the complex landscape of public M&A deals in...more

Blake, Cassels & Graydon LLP

L’Alberta Securities Commission publie son Corporate Finance Disclosure Report pour 2024

Chaque année, l’Alberta Securities Commission (l’« ASC ») publie son Corporate Finance Disclosure Report, qui contient des renseignements importants sur certains éléments examinés par l’ASC ainsi que des indications pratiques...more

Fenwick & West LLP

Key Takeaways for Life Sciences Companies Considering a 2025 IPO

Fenwick & West LLP on

The outlook for life sciences IPOs is showing renewed optimism heading into 2025, with market conditions becoming more constructive and regulatory environments potentially more favorable....more

White & Case LLP

FTSE 350: Snapshot of AGM Key Trends – November 2024 Update

White & Case LLP on

We have gathered and examined data from AGM Notices published by FTSE 350 companies until November 2024. We have set out the approach companies have taken on a number of key aspects of their meetings, including the venues 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

Nutter McClennen & Fish LLP

Nutter Bank Report: March 2024

The SEC has issued a controversial 886-page final rule imposing climate-related disclosure requirements on publicly traded companies, including banking organizations, which will require them to include certain climate-related...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Summer 2023

Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more

Fenwick & West LLP

ESG Reporting for Private Companies

Fenwick & West LLP on

As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Wilson Sonsini Goodrich & Rosati

Continued SEC Scrutiny of Non-GAAP Disclosures

On March 14, 2023, the Securities and Exchange Commission (SEC) instituted cease-and-desist proceedings against DXC Technology Company (DXC) for alleged violations of Regulation G and other federal securities laws in its...more

Hogan Lovells

ESG Initiatives: No Defense Under US Antitrust Laws

Hogan Lovells on

On 20 September 2022, the US Senate Judiciary Subcommittee on Competition Policy, Antitrust, and Consumer Rights held a hearing on “Oversight of Federal Enforcement of the Antitrust Laws."1 Senators from both parties...more

Goodwin

OCC Seeks Feedback on Principles for Climate-Related Financial Risk Management

Goodwin on

In this Issue. The Office of the Comptroller of the Currency (OCC) is seeking feedback on principles for climate-related financial risk management for large banks; the Department of Justice’s Antitrust Division is seeking...more

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