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 […]
Past Event: 2021 TechGC + TechCFO IPO Forum
Cooley is a proud sponsor of the 2021 TechGC + TechCFO IPO Forum “Mastering the Intersection of Company Culture and the IPO Process.” Checklists and processes are static, but company culture is dynamic. With the backdrop of one of the busiest IPO years in recent memory, GCs are facing a […]
SEC’s Investor Advisory Committee to Consider Recommendations Regarding SPACs
Tomorrow, in addition to Rule 10b5-1 plan recommendations (see this PubCo post), the SEC’s Investor Advisory Committee is slated to take up draft subcommittee recommendations regarding SPACs. The new SPAC recommendations address SPAC regulatory and investor protection issues that have been under scrutiny as a result of the proliferation of SPACs in […]
Are SPACs Really “Investment Companies”?
Not according to 49 major law firms! Earlier this month, a shareholder of Pershing Square Tontine Holdings, Ltd., filed derivative litigation against the company’s board, its sponsor and other related companies, contending that the company, a SPAC organized by a billionaire hedge-fund investor, is really an investment company that should […]
SEC Decreases Fee Rates for Fiscal 2022, Which Begins October 1, 2021
Today, the SEC announced that it was reducing the fees it charges issuers to register their securities. In fiscal 2022, the fee rates for registration of securities and certain other transactions will be $92.70 per million dollars, down from $109.10 per million dollars last year. These rates are set each year to […]
Past Event: The New Landscape of Going Public
Axios + Cooley hosted a virtual launch event for the newest Get Smart series, which dug into the details of how and why companies go public, and recent related trends. In addition, we covered the many ways companies have to adjust to maintain trust in the public eye, from navigating market […]
DOJ and SEC file fraud charges against Nikola CEO
Is there anything topical missing from this case? There’s a SPAC. There’s social media. There’s an unorthodox, charismatic CEO. There are electric vehicles. There are hydrogen trucks with drinking fountains using hydrogen fuel cell by-product water produced by the truck—or not. And, there’s a DOJ criminal indictment and an SEC complaint. […]
CapitalXchange 