All posts by Cooley

SEC Climate Change Disclosure Proposal: What Non-US Companies Need to Know

The Securities and Exchange Commission has proposed new rules that would require extensive climate change disclosure in registration statements and periodic reports. The Wall Street Journal has called this proposal “the biggest potential expansion in corporate disclosure since the creation of the Depression-era rules over financial disclosures that underpin modern […]

California to appeal decision striking down board gender diversity statute

The California Secretary of State has announced that she has directed counsel to file an appeal of the May 13 verdict of the Los Angeles Superior Court in Crest v. Padilla, which ruled unconstitutional SB 826, California’s board gender diversity statute. Crest v. Padilla was filed in 2019 by three California taxpayers seeking […]

California court determines board gender diversity statute violates California Constitution

You might remember that the first legal challenge to SB 826, California’s board gender diversity statute, Crest v. Alex Padilla, was a complaint filed in 2019 in California state court by three California taxpayers seeking to prevent implementation and enforcement of the law. Framed as a “taxpayer suit,” the litigation sought […]

Is the SEC process for SPAC registration statements Kafkaesque?

“Statement Regarding SPAC Matter,” is the latest from SEC Commissioner Hester Peirce.  Seems completely anodyne, doesn’t it? But, as they say, looks can be deceiving. Instead, it’s a withering criticism of the SEC’s failure to declare a SPAC registration statement effective in time to allow a de-SPAC merger to go forward, […]

Court grants summary judgment to plaintiffs challenging California’s board diversity statute for “underrepresented communities”

As you may recall, SB 826, the California board gender diversity statute, is not the only California board diversity statute facing legal challenges.  In 2020, AB 979, California’s board diversity statute for “underrepresented communities,” patterned after the board gender diversity statute, was signed into law, and it too has been […]

SEC proposes new rules on climate disclosure [UPDATED—PART II—GHG emissions]

[This post is Part II of a revision and update of my earlier post that primarily reflects the contents of the proposing release. Part I (here) covered the background of the proposal and described the SEC’s proposed climate disclosure framework, including disclosure of climate-related risks, governance, risk management, targets and goals, financial […]

SEC (finally) proposes new rules on climate disclosure

“Highly anticipated” is surely an understatement for the hyperventilation that has accompanied the wait for the SEC’s new proposal on climate disclosure regulation. The proposed rulemaking has been a subject of conjecture for many months, and internal squabbles about where the proposal should land have leaked to the press. (See this […]

Is the SEC considering guidance on SPAC projections?

Reuters is reporting—exclusively—that the SEC is contemplating issuing more guidance that would “rein in growth projections” made by listed SPACs and clarify when the PSLRA would be available to protect SPAC projections, “according to three people with knowledge of the discussions.”  According to Reuters, the SEC guidance “would escalate its crackdown on the […]

Hyliion to Combine With Tortoise, a Special Purpose Acquisition Company

Cooley advised Hyliion, provider of electrified powertrain solutions for Class 8 commercial vehicles, on its agreement to combine with Tortoise, a publicly traded special purpose acquisition company or SPAC. The transaction, expected to close in Q3, will drive Hyliion’s corporate expansion and further the development and commercialization of its powertrain […]

London Listings for People’s Republic of China (PRC) Companies

The United Kingdom (UK) offers a range of markets that companies in the People’s Republic of China (PRC) might consider as venues for a primary or secondary listing of their equity securities. This blog post provides a high-level overview of the types of equity securities which might be listed, factors […]