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<p><span style="font-size: small;">The events of the past year bring to mind the old saying that “change is the only constant in life.” Our capital markets continue to evolve and...

So far in 2021, we have seen more than 500 Special Purpose Acquisition Companies (SPACs) go public and raise more than $123 billion, and more than 160 of these “blank check firms”...

At least one securities class action focusing on the restatement of SPAC warrants has been filed. It remains to be seen whether stock price declines in response to restatements and/or disclosures of weaknesses by SPACs are of sufficient magnitude to prompt more lawsuits.

What happened  In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public statements and actions by Securities and Exchange Commission (SEC) staff reflect the agencys enhanced scrutiny of these transactions and suggest that enforcement investigations (and ultimately actions) cannot be far behind. In late March 2021, it was reported that the SECs Div...

To embed, copy and paste the code into your website or blog: In light of the dramatic upswing in the use of special purpose acquisition companies (SPACs), the staff of the Securities and Exchange Commission (SEC) has issued several public statements highlighting concerns and issues related to SPACs and private operating companies that are going public through business combinations with SPACs. These business combinations are referred to as "de-SPAC transactions." On April 8, 2021, John Coates, A...

To embed, copy and paste the code into your website or blog: As the wave of SPAC IPOs and de-SPAC transactions continues to build, so too has the scrutiny of these transactions from the SEC and the shareholder plaintiff’s bar. On April 8, 2021, the SEC gave its clearest warning yet among a series of recent signals that it plans to intensify its review of de-SPAC transactions. Most recently, the SEC raised the possibility that statements in a de-SPAC transaction proxy statement fall within the...

To embed, copy and paste the code into your website or blog: SPACs — short for "special purpose acquisition companies" — recently have drawn significant interest by companies and executives as a more seamless method to conduct an initial public offering. Often referred to as "blank check" companies, SPACs provide a vehicle by which companies may raise funds from public markets through initial public offerings (IPOs) that take a company from private to publicly listed. Unlike traditional IPO...

To embed, copy and paste the code into your website or blog: One of the hottest going-public trends in 2020 and 2021 has been the rise of SPACs – Special Purpose Acquisition Companies – as a vehicle for private companies to go public. SPACs are shell companies that are formed, funded and taken public for the purpose of later acquiring an operating company. By merging with a SPAC, the private company effects a reverse takeover, inheriting the SPAC’s existing cash and taking over its manage...

Monday, April 5, 2021 Not far behind the dramatic increase in the use of special purpose acquisition companies (SPACs) is a corresponding increase in the number of shareholder lawsuits and increased activity at the US Securities and Exchange Commission (SEC). In recent days, Reuters reported that the SEC opened an inquiry seeking information on how underwriters are managing the risks involved in SPACs, [i] and the SEC’s Division of Corporation Finance (Corp Fin) and acting chief ac...