Category: Uncategorized

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, […]

SPAC Trend Gives Rise to Securities Enforcement and Litigation Risks

What is a SPAC Special purpose acquisition companies (SPACs) are on the rise. A SPAC is a publicly traded shell company with no underlying operating business that seeks to merge with a target operating company. According to Nasdaq, in 2015, SPACs made up approximately 12% of the IPO market, but by […]

TechGC SPAC & Direct Listing Virtual Forum

SPACs and Direct Listings have emerged as a significant new liquidity path for high growth tech companies over the last several months. TechGC hosted a three-day virtual forum, which discussed how to approach these liquidity events strategically including evaluating which structure to use, understanding economics/dilution and how to execute on these transactions.Featured […]

Corp Fin Issues Disclosure Guidance on SPACs

Happy new year! To complete the year- and term-end surge, just before Christmas, the Corp Fin staff issued CF Disclosure Guidance: Topic No. 11 regarding disclosure considerations for special purpose acquisition companies in connection with their IPOs and subsequent business combinations, often referred to as de-SPAC transactions. As usual, the […]

Highlights from Cooley’s M&A Dealmakers Roundtable: SPACs!

On September 24, Cooley M&A partner, Garth Osterman, moderated a webinar on the current trend in going public: SPACs! Dave Peinsipp, co-chair of Cooley’s capital markets practice group and Rama Padmanabhan, a Cooley M&A partner participated in the webinar which focused on the current wave of SPAC activity and how […]

Cooley’s Commitment to Black Lives Matter

Aligning with the firm’s commitment to being an active agent of change, On June 4, Cooley announced that it will donate $450,000 to the Equal Justice Initiative, which works to end mass incarceration and excessive punishment, to challenge racial and economic injustice and to protect basic human rights for the […]