News & Analysis as of

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

Kohrman Jackson & Krantz LLP

SPAC Activity in Crypto: Revival, Risks & Rewards

After the frenzy of 2021 and the subsequent “crypto winter,” special purpose acquisition company (SPAC) activity in the digital asset space is back with renewed vigor in 2025. The broader SPAC market has raised over $10...more

Whiteford

Client Alert: The New Terrain for Going Public—Strategic Insight for Capital Raisers Amid Regulatory Change

Whiteford on

Imagine a small, fast-growing tech company preparing to go public in 2025. The leadership team, relying on practices that were standard just a few years ago, drafts generic risk disclosures, leans on flexible governance...more

Woodruff Sawyer

Will the SEC’s Changes to the Foreign Private Issuer Definition Affect SPACs?

Woodruff Sawyer on

On June 4, the Securities and Exchange Commission (SEC) issued a concept release seeking public comment on the definition of the term "foreign private issuer" (FPI). The request is in response to global market changes and...more

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

Paul Hastings LLP

Some Sunshine for Crypto Investment Products: SEC Issues First Comprehensive Disclosure Guidance for Crypto ETPs

Paul Hastings LLP on

In another step toward regulatory clarity for crypto investment products, the SEC Division of Corporate Finance staff has issued detailed disclosure guidance on how crypto exchange-traded products (ETPs) should navigate...more

Woodruff Sawyer

SPACs Are Back: Takeaways from the 2025 SPAC Conference

Woodruff Sawyer on

On June 17 and 18, DealFlow Events held its annual SPAC conference, a long-standing gathering of key players in the SPAC ecosystem. I was once again invited to speak at the event, which provided an opportunity to explore...more

Woodruff Sawyer

De-SPACs Are Ready to Take Off

Woodruff Sawyer on

With the SPAC market heating up, we are seeing a huge uptick in activity on the SPAC IPO side. All these new SPACs will be searching for great deals in no time, so in this edition of the SPAC Notebook we dive into what is...more

Foley Hoag LLP - Public Companies & the Law

SEC Issues New C&DIs re: Compensation Clawback Disclosures and De-SPACs

On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures and one of which relates to the...more

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

Carlton Fields

SEC Continues Renewal Project for Registered Capital Raises - Expanding Use of Draft Filings May Counter Abandonment of Public...

Carlton Fields on

More than a decade has passed since the enactment of the Jumpstart Our Business Startups (JOBS) Act, which encouraged small-company capital formation through a reduction in costly regulatory burdens on SEC registrants. In...more

Fenwick & West LLP

SEC updates CDIs on Rule 10b5-1 plans, clawbacks, and de-SPAC transactions

Fenwick & West LLP on

On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more

Fenwick & West LLP

Securities Law Update - April 2025

Fenwick & West LLP on

Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...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

Paul Hastings LLP

2024 Going Public: US IPO Report

Paul Hastings LLP on

Following headwinds and underwhelming performance in 2022 and 2023, the IPO market in 2024 showed signs of stabilization. While the market continued to lag behind on a proceeds basis due to a larger number of smaller IPOs...more

Cadwalader, Wickersham & Taft LLP

SEC Issues Updated Guidance for Nonpublic Review of Draft Registration Statements

On March 3, 2025, the staff of the SEC’s Division of Corporation Finance announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review....more

Akerman LLP

SEC Expands Confidential Review Process for Draft Registration Statements

Akerman LLP on

On March 3, 2025, the Securities and Exchange Commission (the “Commission”) announced updates to its confidential submission process for draft registration statements, broadening the scope of issuers eligible for non-public...more

Foley Hoag LLP - Public Companies & the Law

SEC Expands Confidential Registration Statement Submission Process

On March 3, 2025, the Staff of the SEC Division of Corporate Finance announced an expansion of the accommodations that allow issuers to confidentially submit draft registration statements (DRSs) for nonpublic review. This is...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

Fenwick & West LLP

SEC Expands Confidential Filing Options

Fenwick & West LLP on

The Securities and Exchange Commission has expanded the confidential filing options, including...more

HaystackID

23andMe’s Court-Supervised Restructuring: Navigating Turbulent Financial Waters

HaystackID on

On March 23, 2025, 23andMe, a pioneer in the field of genetic testing and consumer healthcare, announced it had filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Eastern District of Missouri. The objective...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

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

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

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