Tag: SPACs
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 […]
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 […]
SEC (finally) proposes new rules on climate disclosure [UPDATED “”PART I]
[This post is Part I of a revision and update of my earlier post primarily reflecting the contents of the proposing release. This post covers background and describes various aspects of the proposal other than the sections on GHG emissions disclosure and attestation, which will be covered in a separate post early […]
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, […]
2022 TechGC SPAC & Direct Listing Virtual Conference
Wednesday, February 16, 2022 ““ Thursday, February 17, 2022Virtual Event Cooley is proud to sponsor the 2022 TechGC SPAC & Direct Listing Virtual Conference. 2021 proved to be a banner year for SPACs and Direct Listings and today both options are officially viewed as mainstream. Given this change, what role […]
Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review
As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in Delaware, giving particular significance to SPAC litigation filed […]
Gensler on SPACs: Treat Like Cases Alike
What could Aristotle possibly have to say about SPACs? In remarks on Thursday before the Healthy Markets Association, SEC Chair Gary Gensler shared his thoughts on the regulation of SPACs with a theme drawn from antiquity: Aristotle’s maxim that we must “œtreat like cases alike. ” That concept, in Gensler’s […]
More SPAC restatements on the way?
It’s been weeks since the SEC last took SPACs to task! According to Bloomberg, the SEC is now requiring many SPACs to “œBig R ” restate their financial statements because they tripped over the classification of certain shares they offered to investors. Auditors with whom Bloomberg spoke said that the […]
2021 Update: 10 Key Considerations for Going Public with a SPAC
It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose Acquisition Company). While the number of SPAC IPOs may have peaked in […]