Securities Exchange Act, Initial Public Offering (IPO), Special Purpose Acquisition Companies (SPACs)

SEC Staff Expands Draft Registration Statement Accommodations

Goodwin on 3/12/2025

On March 3, 2025, the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “SEC staff”) announced that, effective immediately, it is enhancing the accommodations available to...more

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on 3/12/2025

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

SEC Expands Accommodations for Issuers Submitting Draft Registration Statements

Mayer Brown Free Writings + Perspectives on 3/7/2025

On March 3, 2025, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced a new policy, with immediate effect, expanding the accommodations available for issuers that...more

SEC to Expand Confidential Filing Privileges

Sheppard Mullin Richter & Hampton LLP on 3/7/2025

The U.S. Securities and Exchange Commission (SEC) has announced significant changes to its confidential filing procedures, aiming to support capital formation and provide greater flexibility for companies planning public...more

SEC Expands Confidential Review Process to Facilitate Capital Formation

DLA Piper on 3/6/2025

Companies seeking to raise capital through a public offering are encouraged to note the US Securities and Exchange Commission (SEC)’s announcement on March 3, 2025 that the staff of the Division of Corporation Finance (SEC...more

SEC Expands Confidential Filings to Facilitate Planning for IPOs

Stinson - Corporate & Securities Law Blog on 3/4/2025

The SEC announced that its Division of Corporation Finance is further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements....more

Top 5 SEC Enforcement Developments for January 2024

Morrison & Foerster LLP on 2/27/2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s approval of spot bitcoin ETPs; - •SEC charges...more

Smackdown in SPAC Town: SEC Penalizes Pair of Auditors and PCAOB Tags In

Holland & Knight LLP on 9/28/2023

The SEC did not take time off for the summer when it comes to enforcement activity involving auditors of special purpose acquisition companies (known as SPACs and addressed by us previously). While others may have been...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on 5/26/2023

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on 5/6/2022

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

Morrison & Foerster LLP on 4/11/2022

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Delaware Chancery Court Refuses to Stay SPAC Class Action, Highlighting the Court’s Interest in SPAC Issues—and the Risk of...

Seyfarth Shaw LLP on 3/29/2022

On March 7, 2022, the Delaware Chancery Court denied a motion to stay a putative class action pending the resolution of a federal securities class action, notwithstanding that the federal action was first-filed and concerned...more

Choppy Market for SPACs and PIPEs, Competition for Targets Spurs Deal Innovations

Skadden, Arps, Slate, Meagher & Flom LLP on 2/4/2022

Takeaways - While the SPAC IPO and PIPE markets were challenging in 2021, the enormous amounts of capital already raised should drive merger activity in 2022. As more shareholders choose to redeem shares and potential...more

SPACs Stand or Fall on Their Disclosures

Hicks Johnson on 5/26/2021

The special purpose acquisition company (SPAC) boom has hit a major roadblock in the form of faulty disclosures. The recent deluge of SPAC litigation has mainly focused on these disclosures—specifically, disclosures made...more

Underperforming SPAC Still Subject to Federal Claims in Securities Class Action

Proskauer - Corporate Defense and Disputes on 5/17/2021

If 2020 was the “Year of the SPAC,” 2021 may be turning into the year of the SPAC class action. We have already followed numerous cases where recently formed SPACs have been challenged in federal court for alleged violations...more

SEC Speaks Out on SPACs

Perkins Coie on 4/13/2021

When a significant volume of capital is raised from investors through nontraditional capital markets transactions, the U.S. Securities and Exchange Commission (SEC) is sure to follow with increased scrutiny. The SEC made that...more

SEC’s New Guidance on Liability Risks Likens SPACs to IPOs

Fenwick & West LLP on 4/12/2021

John Coates, Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), issued a public statement providing insight into the SEC’s views on the application of federal...more

Surge in SPAC-Related Mergers Leads to Litigation and Regulatory Risks

McDermott Will & Schulte on 4/6/2021

Not far behind the dramatic increase in the use of special purpose acquisition companies (SPACs) is a corresponding increase in the number of shareholder lawsuits and increased activity at the US Securities and Exchange...more

The Ripples Behind the SPAC Wave

Proskauer - The Capital Commitment on 3/25/2021

The past year saw a burst in popularity of SPACs. More than half of companies that went public in 2020 did so using a SPAC on their way to raising over $80 billion in proceeds, and so far in 2021 SPAC offerings far outpace...more

Considering a SPAC Transaction? Keep Securities Litigation Risks at Top-of-Mind

Seyfarth Shaw LLP on 3/4/2021

Seyfarth Synopsis: Special Purpose Acquisition Company (“SPAC”) transactions have dramatically increased since the start of 2020, bringing with them risk of securities litigation....more

SPACs Explained, in Five Minutes or Less

Proskauer - Corporate Defense and Disputes on 2/11/2021

In the financial world, 2020 was the year of the SPAC. During the past few years, many Silicon Valley start-ups were chomping at the bit to get listed and cash out via initial public offering (IPO). And in 2020, over half of...more

The SPAC Explosion: Beware the Litigation and Enforcement Risk

Pillsbury Winthrop Shaw Pittman LLP on 12/16/2020

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

Financial Projections in SPAC Transactions: Mitigating Class Action Litigation Risk

Fenwick & West LLP on 10/13/2020

Special purpose acquisition companies (SPACs) are increasingly being used as an alternate vehicle to traditional initial public offerings. Companies that go public through a traditional IPO process are often subject to...more

2020: The Year of the SPAC

Foley Hoag LLP - Public Companies & the Law on 9/28/2020

2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of...more

Securities Exchange Act › Initial Public Offering (IPO) › Special Purpose Acquisition Companies (SPACs)

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