Board Diversity for Foreign Private Issuers: Does Board Diversity Mean the Same Thing Worldwide?
Now that Nasdaq’s board diversity matrix disclosure deadline has arrived, foreign private issuers (FPIs) and companies considering US initial public offerings are increasingly considering their current board makeups and director candidates in light of US and home country requirements, as well as expectations of investors and shareholder advocacy groups. The […]
New SEC proposal takes on SPACs
Yesterday, the SEC voted, three to one, to propose new rules and amendments regarding SPACs, shell companies, the use of projections in SEC filings and a rule addressing the status of SPACs under the Investment Company Act of 1940. The proposal arrives in the context of calls from various corners, […]
Board diversity statute for “underrepresented communities” held unconstitutional under California’s equal protection provisions
On April 1, the L.A. County Superior Court granted the plaintiffs’ motion for summary judgment in Crest v. Padilla, the taxpayer litigation challenging AB 979, California’s board diversity statute for “underrepresented communities.” (See this PubCo post.) Unfortunately, at the time, only a minute order was released, which did not offer any […]
SEC (finally) proposes new rules on climate disclosure [UPDATED—PART I]
[This post is Part I of a revision and update of my earlier post primarily reflecting the contents of the proposing release. This post covers background and describes various aspects of the proposal other than the sections on GHG emissions disclosure and attestation, which will be covered in a separate post early […]
New SEC proposal takes on SPACs
Yesterday, the SEC voted, three to one, to propose new rules and amendments regarding SPACs, shell companies, the use of projections in SEC filings and a rule addressing the status of SPACs under the Investment Company Act of 1940. The proposal arrives in the context of calls from various corners, […]
2022 TechGC SPAC & Direct Listing Virtual Conference
Wednesday, February 16, 2022 – Thursday, February 17, 2022Virtual Event Cooley is proud to sponsor the 2022 TechGC SPAC & Direct Listing Virtual Conference. 2021 proved to be a banner year for SPACs and Direct Listings and today both options are officially viewed as mainstream. Given this change, what role can […]
UK Financial Conduct Authority Changes Listing Rules to Boost Growth and Innovation
On 2 December 2021, the UK Financial Conduct Authority (FCA) confirmed a series of rule changes designed to remove immediate barriers to listing, make its rulebooks more accessible, and protect and enhance market integrity. These changes came into force on 3 December 2021, except for minor changes to modernise and […]
Gensler on SPACs: Treat Like Cases Alike
What could Aristotle possibly have to say about SPACs? In remarks on Thursday before the Healthy Markets Association, SEC Chair Gary Gensler shared his thoughts on the regulation of SPACs with a theme drawn from antiquity: Aristotle’s maxim that we must “treat like cases alike.” That concept, in Gensler’s view, should apply […]
More SPAC restatements on the way?
It’s been weeks since the SEC last took SPACs to task! According to Bloomberg, the SEC is now requiring many SPACs to “Big R” restate their financial statements because they tripped over the classification of certain shares they offered to investors. Auditors with whom Bloomberg spoke said that the latest […]
9th Circuit Decides Section 11 Standing in a Direct Listing
When the SEC was considering the NYSE’s proposal to permit direct listings of primary offerings, one of the frequently raised problems related to the potential “vulnerability” of “shareholder legal rights under Section 11 of the Securities Act.” Section 11 provides standing to sue for misstatements in a registration statement to any person […]