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
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
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
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
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
The updates include a consultation paper on a new phase of paper listing and a joint announcement on temporary modifications to requirements for specialist technology companies and de-SPAC transactions....more
Special Purpose Acquisition Companies that are Foreign Private Issuers or acquire Foreign Private Issuers should be mindful of new SEC rules, especially SEC Guidance on timing of Foreign Private Issuer status. Originally...more
On January 24, 2024, the US Securities and Exchange Commission (SEC) adopted final rules relating to special purpose acquisition companies (SPACs) and other shell companies. The new rules are effective on July 1, 2024....more
Who may be interested: Registered Investment Companies, SPACs, Investment Advisers Quick Take: Following a 3-2 vote, the SEC adopted final rules to enhance disclosure and provide additional investor protections in IPOs by...more
On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...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 following newsletter provides a roundup summarizing enforcement actions, guidance, rulemakings, and other public statements taken by a federal and/or state financial services regulatory agency, specifically focusing on:...more
On December 27, 2022, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) released Notice 2023-2 (the “Notice”), which provides guidance regarding the application of the 1% excise tax...more
The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, enacted a new 1% excise tax on certain repurchases of the stock of publicly traded corporations, codified in Section 4501 of the Internal...more
On December 27, 2022, the IRS issued two notices providing key initial guidance for the new excise tax on corporate stock buybacks and the new corporate alternative minimum tax (CAMT). Both the excise tax and the CAMT were...more
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
The paper sets out the long-awaited framework for a SPAC listing regime in Hong Kong, which will become effective 1 January 2022. On 17 December 2021, the Stock Exchange of Hong Kong Limited (the Exchange or HKSE) published...more
On December 20, 2021, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) issued the Sample Letter (“Letter”) to companies based or having the majority of their operations in the People’s...more
After a period of astounding growth in the special purpose acquisition company (SPAC) market, FINRA recently joined the SEC in announcing further scrutiny of broker-dealers and their affiliates involved in SPAC offerings,...more
In response to Lord Hill’s review of the UK Listing Regime, the FCA consulted earlier this year on changes to the Listing Rules for special purpose acquisition companies (SPACs). The proposed changes remove the presumption of...more
On April 12, 2021, the U.S. Securities and Exchange Commission (SEC) issued guidance directed at the accounting for warrants utilized by many special purpose acquisition companies (SPACs). Significant valuation work and...more
March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
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
One of the hottest going-public trends in 2020 and 2021 has been the rise of SPACs - Special Purpose Acquisition Companies - as a vehicle for private companies to go public. SPACs are shell companies that are formed, funded...more
Last week the Staff of the Division of Corporation Finance issued a statement addressing a variety of accounting, financial reporting and governance issues that a private operating company should consider before undertaking a...more
On December 22, 2020, the staff of the Securities and Exchange Commission's Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies ("SPACs"). The new...more