Select Issues Pertaining News Today

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”...

To embed, copy and paste the code into your website or blog: For the first time in several years, securities fraud cases declined in 2020, largely due to the pandemic. 1 However, we don’t expect this decrease to continue. Just three months into 2021, there are a number of issues trending in this practice area, including:  Securities litigation against non-U.S.-based issuers;   Securities and derivative litigation arising from SPACs and de-SPAC transactions;  Securities and derivative liti...

Key Points Between September 2020 and March 2021, at least 35 SPACs have been hit with one or more shareholder lawsuits filed in New York state court. These lawsuits generally allege that SPAC directors breached their fiduciary duties to shareholders by providing allegedly inadequate disclosures regarding proposed de-SPAC mergers. Some of these lawsuits also assert claims against the SPAC itself, as well as the target company and its board of directors, for allegedly aiding and abetting the SPA...

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...

SEC Warns SPAC Targets the Road May be Difficult By April 1, 2021 The SEC issued two pieces of guidance on special purpose acquisition companies, or SPACs.  One piece, styled as a statement by Paul Munter, Acting Chief Accountant, speaks to financial reporting and auditing considerations of companies merging with SPACs.  The other statement, issued by the Division of Corporation Finance, is labeled “Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies.�...