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
Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more
Cooley’s securities litigation + enforcement group continued to share key insights on key cases and developments in securities litigation throughout the spring and summer. They highlighted important decisions in Delaware...more
The Chair and Commissioners of the Securities and Exchange Commission testified before the US House of Representatives Committee on Financial Services on September 24, 2024. The SEC’s testimony provided updates on market...more
In the March edition of our Public Company Watch, we cover key issues impacting public companies, including the new climate disclosure rules, SEC scrutiny on beneficial ownership filings, West Palm Beach Firefighters’ Pension...more
It was a busy year for enforcement activity in the cyber, crypto, SPAC, and whistleblower spaces, with several pending actions that will likely have wide-ranging implications in 2024. We are also awaiting a ruling from the...more
This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more
In the February edition of our Public Company Watch, we cover key issues impacting public companies, including Exxon Mobil filing a complaint seeking a declaratory judgment to exclude a shareholder proposal from Arjuna...more
In the December Public Company Watch, we cover key issues impacting public companies, including a preview of the SEC’s latest regulatory agenda, an update regarding the Fifth Circuit vacating the SEC’s share repurchase rules,...more
The SEC noted cooperation by 69% of public companies and subsidiaries that settled in FY 2023, the third highest of any fiscal year in the Securities Enforcement Empirical Database (SEED). Of the cooperating defendants that...more
In the September edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new C&DIs and sample comment letter; considerations for issuers as they start their Form 10-Q...more
On February 7, the Division of Examinations of the Securities and Exchange Commission (the “Division”) published its 2023 Examination Priorities (the “Exam Priorities”).1 The Exam Priorities indicate a particular Staff...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more
From SPACs to COVID-19, several trends have appeared in core filing activity in recent years. The data below is from Securities Class Action Filings—2023 Midyear Assessment....more
The PCAOB recently released a new Audit Committee Resource, which sets forth an updated set of questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors....more
In this past year, we saw an uptick in in-person court proceedings as the effects of the pandemic subsided, a decrease in pandemic-related litigation, and a return to many of the core issues facing Delaware companies...more
REGULATORY UPDATES - Recent SEC Leadership Changes - On January 10, 2023, the Securities and Exchange Commission (the “SEC”) announced the appointment of Cristina Martin Firvida as director of the Office of the Investor...more
Everything, everywhere, all at once, as a descriptor, captures the litigation and regulatory risks for the asset management industry in 2023. Every corner of the market faces greater risks than at any time since 2008. After...more
Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more
2022 was an eventful and tumultuous year that will long be remembered for aggressive Fed tightening, the Russia and Ukraine conflict, the cryptocurrency meltdown, and a sharp reduction in IPO and SPAC activity. 2023 is...more
The Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) announced its 2023 examination priorities (the “Examination Priorities”) on February 7, 2023. This annual publication...more
On February 7, 2023, the Division of Examinations (“EXAMS”) of the Securities and Exchange Commission (“SEC”) issued its examination priorities for 2023 reflecting a continued focus on SEC-registered private fund sponsors....more
During 2022, securities case filings fell for the fourth consecutive year and were down slightly from 2021. The number of announced settlements rose substantially last year, as did total settlement amounts. The 2022...more
On the heels of record-breaking enforcement in 2022, expect continued aggressive pursuit of Chair Gensler’s priorities in 2023. The SEC will continue to bring its considerable resources to bear to address ESG-related...more
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more