Category: Uncategorized

SEC Climate Change Disclosure Proposal: What Non-US Companies Need to Know

The Securities and Exchange Commission has proposed new rules that would require extensive climate change disclosure in registration statements and periodic reports. The Wall Street Journal has called this proposal “the biggest potential expansion in corporate disclosure since the creation of the Depression-era rules over financial disclosures that underpin modern […]

California court determines board gender diversity statute violates California Constitution

You might remember that the first legal challenge to SB 826, California’s board gender diversity statute, Crest v. Alex Padilla, was a complaint filed in 2019 in California state court by three California taxpayers seeking to prevent implementation and enforcement of the law. Framed as a “taxpayer suit,” the litigation sought […]

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, […]

Is the SEC process for SPAC registration statements Kafkaesque?

“Statement Regarding SPAC Matter,” is the latest from SEC Commissioner Hester Peirce.  Seems completely anodyne, doesn’t it? But, as they say, looks can be deceiving. Instead, it’s a withering criticism of the SEC’s failure to declare a SPAC registration statement effective in time to allow a de-SPAC merger to go forward, […]

The Debate Over Dual-Class Shares in the UK

“The principle of ‘one share, one vote’ is long cherished by the UK investment community. Under current Financial Conduct Authority rules, companies cannot be included on the premium segment of the London Stock Exchange – the gold standard for corporate governance – if they have dual-class shares. Such companies also […]

PwC Southwest IPO/SPAC Readiness Seminar

Amidst the volatility of 2020, US IPOs still managed to raise a record $145 billion from 407 companies and growth is only expected to continue as vaccines become more widely available. The outlook for the capital market appears to be just as busy as 2020, as interest rates remain low […]

SEC Approves NYSE Amendment of Shareholder Approval Provisions

In December 2020, the NYSE proposed to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules by amending Sections 312.03, 312.04 and 314.00 of the NYSE Listed Company Manual.  The amendments were intended to provide more flexibility to raise […]

Corp Fin Again Amends Guidance on Extensions of Confidential Treatment Orders

Corp Fin has once again amended Disclosure Guidance Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2, to modify—slightly—the alternatives available for companies with confidential treatment orders that are about to expire. The guidance was last amended in September 2020 (see this PubCo post), but apparently needed […]

Un-Packing SPACs: Risks, Rewards and Everything in Between

Special purpose acquisition companies (SPACS) have exploded as an increasingly popular way for private companies to go public. There were more SPAC IPOs in 2020 than traditional IPOs. The market for SPAC IPOs and so-called “de-SPAC” transactions, by which private companies become public companies by combining with a SPAC, is […]

After Climate, is Enhanced Diversity Disclosure Next?

It’s not just mandatory climate disclosure that’s on the agenda for Acting SEC Chair Allison Lee. Last week, as reported by Reuters, in remarks to a forum for securities industry professionals, she said that the SEC “should think more ‘creatively and broadly’ about tackling issues of race and gender diversity, […]