News & Analysis as of

Securities and Exchange Commission (SEC) Securities Exchange Act of 1934 Special Purpose Acquisition Companies (SPACs)

Loeb & Loeb LLP

Considering a U.S. Listing? What Asian “Foreign Private Issuers” Should Know

Loeb & Loeb LLP on

During the first four months of 2025, at least eight companies listed on the Singapore Exchange (SGX) announced potential delisting and at least 11 SGX-listed companies announced that they have received privatization offers...more

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

DLA Piper on

The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more

Mayer Brown Free Writings + Perspectives

New Corp Fin CDIs on Clawbacks and De-SPAC Co-Registrants

On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs...more

Seward & Kissel LLP

SEC Expands Accommodations for Nonpublic Review of Most Securities Act and Exchange Act Registration Statements

Seward & Kissel LLP on

On March 3, 2025, the Securities and Exchange Commission (the “SEC”) expanded the accommodations for the confidential submission and review of registration statements under the Securities Act of 1933 (the “Securities Act”) or...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

A&O Shearman

Investment Adviser Fined $1.4 Million For Failure To Disclose SPAC Conflicts

A&O Shearman on

On May 31, 2023, the United States Securities and Exchange Commission (SEC) fined a New York investment adviser (Investment Adviser) $1.4 million for allegedly failing to disclose conflicts of interest regarding special...more

A&O Shearman

Central District Of California Largely Denies Motion To Dismiss Putative Class Action Regarding Proposed Acquisition Of Space...

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On July 13, 2022, the United States District Court for the Central District of California largely denied a motion to dismiss a putative class action asserting claims under the Securities Exchange Act of 1934 against a special...more

Bilzin Sumberg

SEC Proposes Rules Governing SPACs and De-SPAC Transactions

Bilzin Sumberg on

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

Fenwick & West LLP

SEC Issues Guidance on Accounting for Safeguarding Crypto Assets

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In light of an increasing number of companies that give platform users the ability to transact in crypto assets and provide a service to safeguard such assets, the staff of the Securities and Exchange Commission issued Staff...more

Pillsbury Winthrop Shaw Pittman LLP

Staff Accounting Bulletin No. 121: Guidance for Entities Safeguarding Crypto-Assets Issued

SAB No. 121 provides guidance to companies who hold crypto-assets for others regarding their related reporting and disclosure requirements. Essentially, companies currently reporting under the Exchange Act or Securities...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Releases Proposed Rules Targeting SPACs, Shell Companies and De-SPAC Transactions

Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations. Proposed Rules would significantly...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

Vinson & Elkins LLP

SEC Brings Enforcement Action Against SPAC And Its Sponsors Arising From Due Diligence Efforts On Acquisition Target

Vinson & Elkins LLP on

On July 13, 2021, the Securities and Exchange Commission (“SEC”) announced one of its first securities fraud enforcement actions against a Special Purpose Acquisition Company, or SPAC, called Stable Road Acquisition Corp....more

Wilson Sonsini Goodrich & Rosati

SEC Announces Enforcement Action Relating to Proposed De-SPAC Transaction

On July 13, 2021, the U.S. Securities and Exchange Commission (SEC) announced a settlement with special purpose acquisition company (SPAC) Stable Road Acquisition Corp. (SRAC), its CEO, its sponsor, SRC-NI, and SRAC's...more

Winstead PC

SEC Brings Significant SPAC Enforcement Action

Winstead PC on

On July 13, the SEC announced charges against an array of participants in a de-SPAC transaction. Among those charged are the SPAC, the SPAC’s sponsor, the SPAC’s CEO, the merger target, and the merger target’s CEO. The...more

Fenwick & West LLP

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

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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

Pillsbury Winthrop Shaw Pittman LLP

The SPAC Explosion: Beware the Litigation and Enforcement Risk

SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC. 2020’s SPAC IPO explosion will...more

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