Has the SPAC Bubble Burst? Part 2: The SEC’s New Rules
Has the SPAC Bubble Burst? Lessons Learned From the Early Days of SPAC Mania
FCPA Compliance Report - Karen Woody on JPMorgan and Nikola SEC Enforcement Actions
Compliance Into The Weeds - Year End Review, Part 1
Compliance Into The Weeds - Red Flags and SPACs
Reps & Warranties Insurance: Sealing The Deal
Understanding SPAC Transactions: What it Takes to Be “SPAC Ready"
Don’t Step on a Crack in the SPAC/deSPAC Insurance Claim Process
Fast Track to IPO: Why Are Series A Startups Snatching Topflight CFOs?
The Brave New Frontier of Securing D&O Insurance for SPACs and deSPACs
Compliance and Coronavirus-Michael Beber on M&A, IPOs and SPACs During and After Covid-19
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
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
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
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
In the last edition of the SPAC Notebook, we examined the current risks to SPACs incorporating in the Cayman Islands. In this edition, we turn our focus to Delaware and its new set of amendments to the Delaware General...more
Cayman continues to be a hot topic among SPACs. It comes up in almost every conversation I have about SPACs and de-SPACs. My clients are asking: Should they incorporate in the Cayman Islands and then remain there after their...more
This year’s IPO Report offers a detailed review of the IPO market and outlook, including a breakdown of IPOs by industry and the number of IPOs from the leading states over the past five years. We also take a look at the IPO...more
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
The Securities and Exchange Commission has expanded the confidential filing options, including...more
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
There is significant complexity to the process of protecting a company and its directors and officers as they undertake the process of going public. This resource is your guide to the D&O insurance process for de-SPAC...more
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
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
On February 25, 2025, Judge Jennifer L. Rochon of the United States District Court for the Southern District of New York granted in part and denied in part motions to dismiss amended complaints filed in a putative class...more
The SPAC market is finally making a comeback. As we enter a period of the long-awaited SPAC revival, some liability dangers persist. Two common questions that keep being raised by our clients are: How much liability...more
Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently announced updates to their U.S. proxy voting policies in advance of the 2025 proxy and annual meeting season. Public...more
After a two-and-a-half-year lull in SPAC activity, the second half of 2024 brought glimmers of sunshine to the otherwise gloomy world of SPACs. New SPAC IPO activity picked up pace in the summer of 2024 and continued to grow,...more
As companies begin preparing for the 2025 proxy season, Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, recently issued...more
The second half of 2024 saw a significant uptick in SPAC activity both on the IPO and deal side. With the new Trump administration and several SPAC-friendly appointments, many anticipate continued positive momentum for the...more
On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting...more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
On November 14, 2024, Glass Lewis, one of the two most influential proxy advisory firms, released updates to its voting policies for the 2025 proxy season. The Glass Lewis 2025 Benchmark Policy Guidelines will apply for...more
On October 18, 2024, Vice Chancellor Glasscock of the Delaware Court of Chancery declined to dismiss a putative class action brought by stockholders of special purpose acquisition company (“SPAC”) Mountain Crest Acquisition...more
SEC Developments - In Twin Actions, SEC Charges Former Kubient CEO for Fraud and Former CFO and Audit Committee Chair for Failing to Investigate and Perpetuating CEO’s Fraud....more
Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more