Page 6 - Staff Statement News Today

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: Warrants are frequently issued in connection with the formation and initial registered offerings of SPACs, but apparently there have been some problems with accounting for some of these warrants, or at least, so it appears from this Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) from Acting Corp Fin Director John Coates and Acting Chief Accountant P...

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...

SEC/CORPORATE - SEC Corp Fin Staff Issues Statement on SPAC Transactions - On March 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission issued a staff statement (the Staff Statement) relating to accounting, financial reporting and governance issues for private companies to consider before engaging in a business combination with a special purpose acquisition company (SPAC). Please see full Newsletter below for more information. 1 April 9, 2...

Friday, April 9, 2021 On March 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission issued a staff statement (the Staff Statement) relating to accounting, financial reporting and governance issues for private companies to consider before engaging in a business combination with a special purpose acquisition company (SPAC). Shell Company Restrictions The Staff Statement serves as a reminder of important limitations under the federal ...

Friday, April 9, 2021 SEC Announces 2021 Examination Priorities The SEC’s Division of Examinations (Division), formerly known as the Office of Compliance Inspections and Examinations (OCIE), released its 2021 examination priorities. In its release, the Division noted that it completed over 2,952 examinations in 2020 and issued more than 2,000 deficiency letters. Approximately 15% of all registered investment advisers were examined during 2020 and the Division completed more than 100...

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: Staff Statement On Investment Company Cross Trading, Division Of Investment Management Staff Date 11/03/2021 This Staff Statement is presented by the Staff of the Division of Investment Management (the “Staff”). In this statement, the Staff addresses certain aspects of investment company cross trading. The Staff is interested in feedback on ways to enhance the regulatory regime governing investment company cross trading. This Staff Statement is not a rule, regulation, or stateme...