SPACs – CapitalXchange https://capx.cooley.com Legal insight for the capital markets Wed, 01 Apr 2026 15:45:01 +0000 en-US hourly 1 https://wordpress.org/?v=6.9.4 https://capx.cooley.com/wp-content/uploads/2025/08/cropped-pattern-wide-13-blue-32x32.png SPACs – CapitalXchange https://capx.cooley.com 32 32 238415165 New Guide: Running a (Successful) Dual-Track Process https://capx.cooley.com/2026/04/01/new-guide-running-a-successful-dual-track-process/ Wed, 01 Apr 2026 16:00:00 +0000 https://capx.cooley.com/?p=3534 With Q1 under our belts, I am revisiting some of the predictions I shared in December from the Berkeley Fall Forum on Corporate Governance. At that time, people were hoping that 2026 would be a year of stability for the political and macroeconomic environment. It hasn’t quite played out that way, but current market uncertainties have bolstered the accuracy of another prediction, which is that dual…

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]]> 3534 SPAC Rule Change Raises Cross-border Questions https://capx.cooley.com/2022/06/29/spac-rule-change-raises-cross-border-questions/ Wed, 29 Jun 2022 16:06:30 +0000 https://capitalxchange.wpengine.com/?p=2250 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 whether other jurisdictions will follow suit, and whether stricter regulation in the US could…

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]]> 2250 New SEC proposal takes on SPACs https://capx.cooley.com/2022/05/03/new-sec-proposal-takes-on-spacs-2/ Tue, 03 May 2022 17:00:00 +0000 https://capitalxchange.wpengine.com/?p=2198 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, including from SEC Chair Gary Gensler and former Acting Corp Fin Director John Coates…

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]]> 2198 Is the SEC process for SPAC registration statements Kafkaesque? https://capx.cooley.com/2022/04/29/is-the-sec-process-for-spac-registration-statements-kafkaesque/ Fri, 29 Apr 2022 19:16:50 +0000 https://capitalxchange.wpengine.com/?p=2185 “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 forward, implicitly suggesting at the end that the SEC may have displayed a lack…

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]]> 2185 SEC (finally) proposes new rules on climate disclosure [UPDATED “”PART I] https://capx.cooley.com/2022/04/06/sec-finally-proposes-new-rules-on-climate-disclosure-updated-part-i/ Wed, 06 Apr 2022 16:00:00 +0000 https://capitalxchange.wpengine.com/?p=2115 [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 next week.] The SEC describes it modestly as a proposal to “œenhance and…

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]]> 2115 New SEC proposal takes on SPACs https://capx.cooley.com/2022/04/05/new-sec-proposal-takes-on-spacs/ Tue, 05 Apr 2022 13:00:00 +0000 https://capitalxchange.wpengine.com/?p=2112 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, including from SEC Chair Gary Gensler and former Acting Corp Fin Director John Coates…

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]]> 2112 Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review https://capx.cooley.com/2022/01/10/delaware-finds-stockholder-claims-against-spac-fiduciaries-subject-to-entire-fairness-review/ Mon, 10 Jan 2022 19:21:00 +0000 https://capitalxchange.wpengine.com/?p=2094 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 in Delaware courts. On January 3, in In re MultiPlan Corp. Stockholders Litigation (Del. Ch. January 3…

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]]> 2094 Gensler on SPACs: Treat Like Cases Alike https://capx.cooley.com/2021/12/14/gensler-on-spacs-treat-like-cases-alike/ Tue, 14 Dec 2021 15:10:08 +0000 https://capitalxchange.wpengine.com/?p=2075 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 view, should apply as finance evolves in response to new technologies and new business…

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]]> 2075 More SPAC restatements on the way? https://capx.cooley.com/2021/11/19/more-spac-restatements-on-the-way/ Fri, 19 Nov 2021 14:30:00 +0000 https://capitalxchange.wpengine.com/?p=2071 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 latest SPAC accounting snafu relates to incorrect categorization of Class A shares “”which are…

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]]> 2071 2021 Update: 10 Key Considerations for Going Public with a SPAC https://capx.cooley.com/2021/09/28/10-key-considerations-for-going-public-with-a-spac/ Tue, 28 Sep 2021 21:00:00 +0000 https://capitalxchange.wpengine.com/?p=1618 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 2020 and in the first quarter of 2021, there are still plenty of SPACs seeking acquisition targets…

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]]> 1618 SEC’s Investor Advisory Committee to Consider Recommendations Regarding SPACs https://capx.cooley.com/2021/09/13/secs-investor-advisory-committee-to-consider-recommendations-regarding-spacs/ Mon, 13 Sep 2021 13:00:00 +0000 https://capitalxchange.wpengine.com/?p=2027 Tomorrow, in addition to Rule 10b5-1 plan recommendations (see this PubCo post), the SEC’s Investor Advisory Committee is slated to take up draft subcommittee recommendations regarding SPACs. The new SPAC recommendations address SPAC regulatory and investor protection issues that have been under scrutiny as a result of the proliferation of SPACs in 2020 and 2021. The IAC subcommittee observes that…

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]]> 2027 Are SPACs Really “œInvestment Companies “? https://capx.cooley.com/2021/08/30/are-spacs-really-investment-companies/ Mon, 30 Aug 2021 17:42:10 +0000 https://capitalxchange.wpengine.com/?p=2019 Not according to 49 major law firms! Earlier this month, a shareholder of Pershing Square Tontine Holdings, Ltd., filed derivative litigation against the company’s board, its sponsor and other related companies, contending that the company, a SPAC organized by a billionaire hedge-fund investor, is really an investment company that should be registered under the Investment Company Act of 1940 and…

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]]> 2019 Past Event: The New Landscape of Going Public https://capx.cooley.com/2021/08/17/upcoming-event-the-new-landscape-of-going-public/ Tue, 17 Aug 2021 21:23:45 +0000 https://capitalxchange.wpengine.com/?p=2007 Axios + Cooley hosted a virtual launch event for the newest Get Smart series, which dug into the details of how and why companies go public, and recent related trends. In addition, we covered the many ways companies have to adjust to maintain trust in the public eye, from navigating market pressure to staying accountable to ESG standards. Axios Markets Reporter Courtenay Brown and…

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]]> 2007 DOJ and SEC file fraud charges against Nikola CEO https://capx.cooley.com/2021/08/12/doj-and-sec-file-fraud-charges-against-nikola-ceo/ Thu, 12 Aug 2021 21:57:05 +0000 https://capitalxchange.wpengine.com/?p=1925 Is there anything topical missing from this case? There’s a SPAC. There’s social media. There’s an unorthodox, charismatic CEO. There are electric vehicles. There are hydrogen trucks with drinking fountains using hydrogen fuel cell by-product water produced by the truck “”or not. And, there’s a DOJ criminal indictment and an SEC complaint. Yes, I’m talking about the case against Trevor Milton…

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]]> 1925 SEC charges misleading claims and inadequate due diligence in SPAC transaction https://capx.cooley.com/2021/07/26/sec-charges-misleading-claims-and-inadequate-due-diligence-in-spac-transaction/ Mon, 26 Jul 2021 22:56:14 +0000 https://capitalxchange.wpengine.com/?p=1903 The SEC has announced charges against Stable Road Acquisition Corp. (a SPAC), SRC-NI (its sponsor), Brian Kabot (its CEO), Momentus, Inc. (the SPAC’s proposed merger target), and Mikhail Kokorich (Momentus’s founder and former CEO) for misleading claims about Momentus’s technology and about national security risks associated with Kokorich. All the parties have settled other than Kokorich…

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]]> 1903 Past Event: SPAC Litigation Update https://capx.cooley.com/2021/07/08/spac-litigation-update/ Fri, 09 Jul 2021 01:28:00 +0000 https://capitalxchange.wpengine.com/?p=1988 Cooley partner Shannon Eagan spoke on a panel discussion that reviewed the types of lawsuits that are hitting SPACs as well as how you can best position your company to avoid, or at least mitigate this litigation. Topics Included Other presenters included Woodruff Sawyer’s Priya Huskins and Nasdaq’s Jeff Thomas as they discussed this rapidly evolving area of litigation.

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]]> 1988 Media Mention: An M&A Talent Bubble Is Forming. What Happens When It Pops? https://capx.cooley.com/2021/06/29/media-mention-an-ma-talent-bubble-is-forming-what-happens-when-it-pops/ Tue, 29 Jun 2021 22:11:26 +0000 https://capitalxchange.wpengine.com/?p=1898 “The sustained surge of M&A activity, SPACs, de-SPACing and IPOs has major dealmakers scrambling to find enough associates to staff their deals, risking burnout for the associates they do have on staff.” Cooley partner and M&A co-chair Jamie Leigh was quoted in this American Lawyer article on M&A trends. Read the full article here (subscription required).

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]]> 1898 Past Event: Venture Capital & Private Equity Conference Series Session 4 https://capx.cooley.com/2021/06/07/upcoming-event-spacs-state-of-the-current-market-enforcement-trends/ Mon, 07 Jun 2021 14:56:33 +0000 https://capitalxchange.wpengine.com/?p=1782 Partners John McKenna and Luke Cadigan joined PwC to discuss SPACs, tax, audit, legal, and other relevant topics for finance and legal professionals at venture capital and private equity funds. This event took place on Tuesday, June 22, 2021 at 11:00 AM PDT Register to view the recorded event.

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]]> 1782 The House Hears About SPACs https://capx.cooley.com/2021/06/01/the-house-hears-about-spacs/ Tue, 01 Jun 2021 23:08:00 +0000 https://capitalxchange.wpengine.com/?p=1889 Congress now seems to be all over this SPAC phenomenon. Last week a subcommittee of the House Financial Services Committee held a hearing on “œGoing 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 prevent regulatory arbitrage, all IPO vehicles, whether traditional IPOs or SPACs…

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]]> 1889 Is the SEC considering guidance on SPAC projections? https://capx.cooley.com/2021/04/29/is-the-sec-considering-guidance-on-spac-projections/ Thu, 29 Apr 2021 16:10:00 +0000 https://capitalxchange.wpengine.com/?p=1831 Reuters is reporting “”exclusively “”that the SEC is contemplating issuing more guidance that would “œrein in growth projections ” made by listed SPACs and clarify when the PSLRA would be available to protect SPAC projections, “œaccording to three people with knowledge of the discussions. ” According to Reuters, the SEC guidance “œwould escalate its crackdown on the deal frenzy ” in SPACs…

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