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
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
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
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
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
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
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
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
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 (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
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, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made...more
The SEC has declared its intent to “return[] to its narrow mission to facilitate capital formation, while protecting investors and maintaining fair, orderly, and efficient markets.” The new accommodations will allow any...more
A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the...more
On March 3, 2025, the Staff of the SEC Division of Corporation Finance expanded the categories of issuer that may submit draft registration statements confidentially for review by the SEC, effective immediately. Confidential...more
On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) announced an expansion of the nonpublic review process for draft registration statements. This expansion aims to...more
The SEC Staff has expanded the ability of issuers to make confidential submission of draft registration statements and clarified the procedures for making confidential submissions. This new policy takes effect immediately....more
Yesterday, the SEC announced that Corp Fin was “further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements.” You might recall that, in...more
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
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
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
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more
On April 12, 2024, the Treasury Department and Internal Revenue Service (IRS) issued proposed Treasury Regulations (REG-115710-22) providing comprehensive guidance for applying the one-percent excise tax owed on corporate...more
On April 9, 2024, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) issued two sets of proposed Treasury Regulations related to section 4501, REG-115710-22, which provides guidance on...more
The PCAOB’s Division of Enforcement and Investigations’ 2024 first quarter activity continued the blistering pace of enforcement since Erica Williams became the Board’s Chair. While the Board’s first quarter enforcement...more
While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...more