The House Hears About SPACs

Congress now seems to be all over this SPAC phenomenon.  Last week a subcommittee of the House Financial Services Committee held a hearing on “Going Public: SPACs, Direct Listings, Public Offerings, and the Need for Investor Protections.” What is the headline from the hearing?  All the witnesses agreed that, to […]

Is There a Resurgence in the Use of Non-GAAP Financial Measures?

In 2016 and early 2017, the SEC made a big push—through a series of staff oral admonitions and written guidance, as well as an enforcement action—to require issuers to be more transparent and more consistent in the use of non-GAAP financial measures and to avoid altogether non-GAAP measures that were […]

Past Event: Behind the Scenes of the 2021 IPO & SPAC Boom

Cooley, DFIN, PwC, Nasdaq and The Blueshirt Group hosted a two-part webinar series Behind the Scenes of the 2021 IPO & SPAC Boom on May 4 & 11, 2021. We heard the latest insights from leaders who have successfully completed recent IPOs or SPAC mergers and learned about the current capital raising […]

SEC to Scrutinize Company Accounting for Impact of Climate

In February, then-Acting SEC Chair Allison Lee directed the staff of Corp Fin, in connection with the disclosure review process, to “enhance its focus on climate-related disclosure in public company filings,” starting with the extent to which public companies address the topics identified in the interpretive guidance the staff issued regarding climate […]

Is the SEC considering guidance on SPAC projections?

Reuters is reporting—exclusively—that the SEC is contemplating issuing more guidance that would “rein in growth projections” made by listed SPACs and clarify when the PSLRA would be available to protect SPAC projections, “according to three people with knowledge of the discussions.”  According to Reuters, the SEC guidance “would escalate its crackdown on the […]

Past Event: Behind the Scenes of the 2021 IPO & SPAC Boom

Cooley, DFIN, PwC, Nasdaq and The Blueshirt Group hosted a two-part webinar series Behind the Scenes of the 2021 IPO & SPAC Boom on May 4 & 11, 2021. We heard the latest insights from leaders who have successfully completed recent IPOs or SPAC mergers and learned about the current capital raising […]

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 […]