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
As they go through their initial public offering (IPO) and the subsequent merger & acquisition (M&A) process, special purpose acquisition companies (SPACs) face many regulatory, legal, and business hurdles. Obtaining the...more
Solak v. Mountain Crest Capital LLC, et al., C.A. No. 2023-0469-SG (Del. Ch. Oct. 18, 2024) - The Court of Chancery found that the plaintiff stated legally-sufficient claims in connection with a merger transaction against...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
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
We are pleased to announce the launch of MoFo’s new quarterly newsletter highlighting the most important developments in federal securities and Delaware corporate litigation. In this first edition, we provide a rundown of 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
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
On August 14, 2024, Judge Michael T. Liburdi of the United States District Court for the District of Arizona granted with leave to amend a motion to dismiss a shareholder derivative suit brought in the name of the company, a...more
On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more
At the SPAC conference in June, much conversation centered on new SPAC teams moving away from Delaware to incorporate in the Cayman Islands. As my readers and listeners know, this strategy shift is not surprising. Factors...more
Following on from its Primary Markets Effectiveness Review, the UK’s Financial Conduct Authority (FCA) has published feedback to Consultation Paper CP23/31 and its final UK Listing Rules (see here for our note on CP23/31)....more
On 11 July 2024, the United Kingdom’s Financial Conduct Authority (“FCA”) published its final rules (PS24/6) for a new, simplified and more competitive UK listing regime (the “Rules”).The FCA’s overall aim is to create a more...more
The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more
The legal and regulatory landscape for MicroCap investing is ever-evolving, including challenges involving compliance with the rules of the U.S. Securities and Exchange Commission (SEC) and securities exchanges including...more
On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...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
A Practice Note setting out top tips from German counsel for doing capital markets deals in Germany. It highlights issues of which lawyers from outside Germany should be aware when doing capital markets work in Germany....more
Activist shareholders had a busy 2023: The incidence of activist campaigns in Europe soared by almost 70% compared to 2022, according to data compiled by Skadden and Activistmonitor. As we described in a previous issue of The...more
On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more
On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more
Special purpose acquisition companies (“SPACs”) have been in the litigation spotlight recently. As SPAC disputes play out in courts nationwide, one especially interesting field of play is in the Delaware Chancery courts where...more
The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - ...more