Board Diversity for Foreign Private Issuers: Does Board Diversity Mean the Same Thing Worldwide?
Now that Nasdaq’s board diversity matrix disclosure deadline has arrived, foreign private issuers (FPIs) and companies considering US initial public offerings are increasingly considering their current board makeups and director candidates in light of US and home country requirements, as well as expectations of investors and shareholder advocacy groups. The […]
How Cap Markets Partners Are Helping Tech Clients Through the Downturn as Relationship Advisers
Palo Alto partner Jon Avina was quoted in a piece by The Recorder in which he discusses the current state of the market and his future predictions for tech and life sciences companies. “Capital markets lawyers say the evolution of their base of tech and life sciences clients is leading […]
Tepid Equity Markets Start 2nd Half of ’22 on Shaky Ground
New York partner Richard Segal was quoted in a Law360 piece discussing the need for capital in the biotech sector and the strong appetite among private biotech companies to go public. “Equity capital markets plummeted to earth in the first half of 2022 amid economic headwinds and geopolitical turmoil, and […]
SPAC Rule Change Raises Cross-border Questions
International Financial Law Review Cooley partners David Peinsipp and Garth Osterman shared their insights with the International Financial Law Review for an article exploring how the SEC’s proposed changes to SPACs might impact other markets where SPACs are used and regulated. “The SEC’s proposed changes have opened questions as to […]
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 “œthe biggest potential expansion in corporate disclosure since the creation of the Depression-era rules over financial disclosures that underpin modern […]
California to appeal decision striking down board gender diversity statute
The California Secretary of State has announced that she has directed counsel to file an appeal of the May 13 verdict of the Los Angeles Superior Court in Crest v. Padilla, which ruled unconstitutional SB 826, California’s board gender diversity statute. Crest v. Padilla was filed in 2019 by three California taxpayers seeking […]
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 “œtaxpayer suit, ” the litigation […]
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?
“œStatement 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 […]
Board diversity statute for “œunderrepresented 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 “œunderrepresented communities. ” (See this PubCo post.) Unfortunately, at the time, only a minute order was released, which did not offer […]