All posts by Cooley

Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review

As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in Delaware, giving particular significance to SPAC litigation filed […]

Berkeley Fall Forum on Corporate Governance

Cooley and the Berkeley Center for Law and Business met for a two-day hybrid conference, featuring panel discussions, workshops and interviews on cutting-edge topics in corporate governance, M&A and business law. The Berkeley Forum was hosted live in San Francisco, in accordance with local safety regulations and vaccine mandates, and […]

2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose Acquisition Company). While the number of SPAC IPOs may have peaked in […]

Past Event: SPACs – The Next Generation of IPOs or Just a Fad?

Driven by ongoing market pressures brought on by the COVID-19 pandemic, we have seen a surge of interest in special purpose acquisition (SPAC) transactions from companies across sectors. During this session, we heard from industry lawyers, exchange executives, and investment bankers on key considerations for navigating a SPAC merger, as […]

Past Event: Pacific Southwest Region SPAC / IPO Roundtable

Cooley partners Dave Peinsipp and Sean Clayton, Deloitte, Nasdaq and an investment banker well-versed in the IPO and SPAC processes to share insights on the next normal.

Past Event: Deloitte IPO Bootcamp 2020

Should you IPO? Timing the market can be difficult so it’s important to prepare your company well in advance of your targeted offering date. This exclusive workshop designed for C-suite executives, accounting and finance leaders of pre-IPO companies will offer actionable insights and best practices for a successful IPO. This […]

SPAC Transactions – Considerations for Target-Company CFOs

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate the increased market volatility risk of traditional initial public offerings (IPOs). In fact, 2020 has been a record-breaking […]

A Couple of Quick Items Regarding IPO Alternatives

Here are two quick items regarding popular IPO alternatives, SPACs (special purpose acquisition corporations) and primary direct listings: SPACs.  In an interview on CNBC with Andrew Ross Sorkin on Thursday, SEC Chair Jay Clayton addressed the recent SPAC frenzy. (Very loosely, SPACs are companies with no real operations formed to […]

Past Event: Dealmakers Roundtable: SPACs!

On September 24th, 2020, Cooley partners Garth Osterman, Rama Padmanabhan, and Dave Peinsipp led a panel discussing the topics listed below. Topics include The recent acceleration of SPAC M&A activity Key timing considerations for a SPAC business combination The ways in which PIPEs and debt securities come into play Changing […]

Past Event: Cell & Gene Meeting on The Mesa

The Cell & Gene Meeting on the Mesa is the sector’s foremost annual conference bringing together senior executives and top decision-makers in the industry to advance cutting-edge research into cures. This conference covers commercialization hurdles facing the cell and gene therapy sector as well as a wide range of topics […]