All posts by Cooley

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 […]

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 […]