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. […]
SEC charges misleading claims and inadequate due diligence in SPAC transaction
The SEC has announced charges against Stable Road Acquisition Corp. (a SPAC), SRC-NI (its sponsor), Brian Kabot (its CEO), Momentus, Inc. (the SPAC’s proposed merger target), and Mikhail Kokorich (Momentus’s founder and former CEO) for misleading claims about Momentus’s technology and about national security risks associated with Kokorich. All the […]
Past Event: SPAC Litigation Update
Cooley partner Shannon Eagan spoke on a panel discussion that reviewed the types of lawsuits that are hitting SPACs as well as how you can best position your company to avoid, or at least mitigate this litigation. Topics Included Pre-close litigation beyond M&A challenge suits of the type filed against […]
Media Mention: An M&A Talent Bubble Is Forming. What Happens When It Pops?
“The sustained surge of M&A activity, SPACs, de-SPACing and IPOs has major dealmakers scrambling to find enough associates to staff their deals, risking burnout for the associates they do have on staff.”
