News & Analysis as of

Securities and Exchange Commission (SEC) Securities Exchange Act of 1934 Acquisitions

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance...more

Foley & Lardner LLP

SB21: Delaware Responds In The DExit Battle

Foley & Lardner LLP on

The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the...more

Miller & Martin PLLC

Registration Exemption for Merger and Acquisition Brokers - SEC Withdraws No-Action Letter Option

Miller & Martin PLLC on

In the client alert dated January 27, 2023, we described a recently enacted federal exemption (the “Exemption”) from SEC registration for Merger and Acquisition Brokers which meet the qualifications of amended Section 15(b)...more

DarrowEverett LLP

New M&A Broker Exemption: To Be Or Not To Be, That Is The Question

DarrowEverett LLP on

On March 29, 2023, a new exemption from SEC registration for brokers providing services in mergers and acquisitions (“M&A”) transactions officially went into effect. The exemption, outlined in Section 501 of the Consolidated...more

Miller & Martin PLLC

Registration Exemption for Merger and Acquisition Brokers

Miller & Martin PLLC on

Section 15(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires registration with the Securities and Exchange Commission (the “SEC”) of securities brokers, which is defined as “any person engaged in the...more

K&L Gates LLP

Progress for M&A Brokers: Congress Passes New Exemption from Securities Broker Registration

K&L Gates LLP on

As noted in our prior blog post, on 29 December 2022, President Biden signed into law the Consolidated Appropriations Act of 2023 (H.R. 2617). Among the routine federal funding provisions, the bill included a holiday surprise...more

Seward & Kissel LLP

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

Seward & Kissel LLP on

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

White & Case LLP

SPACs are Not Investment Companies

White & Case LLP on

On August 17, 2021, a purported shareholder of Pershing Square Tontine Holdings, Ltd. ("PSTH") filed a derivative lawsuit against PSTH, a special purpose acquisition company ("SPAC") sponsored by investment funds managed by...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

Fenwick & West LLP

House Releases Draft Legislation Eliminating SPAC Safe Harbor for Forward Looking Statements

Fenwick & West LLP on

The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more

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