The US Securities and Exchange Commission (“SEC”) has come under increased scrutiny following its widely anticipated proposed rules that would require extensive reporting by public companies of climate change-related disclosures and related attestations.
On April 25, 2022, a group of professors of law and finance submitted a comment letter raising questions concerning the proposed rules.
On May 6, 2022, the SEC’s Small Business Capital Formation Advisory Committee will host a live meeting to discuss two recent long-awaited and controversial SEC proposals: the SEC’s proposed rules on Climate-Related Disclosures and its proposed rules on SPACs, Shell Companies, and Projections.
Mayer Brown partner Anna Pinedo will provide testimony relating to, and…
The SEC’s Office of the Advocate for Small Business Capital Formation (“OASB”) recently issued its 2021 Annual Report (the “Report”), which reviews the capital raising activities of a variety of companies, from startups and emerging businesses to smaller public companies. The OASB, together with the SEC’s Division of Economic and Risk Analysis, provided updated data…
The NYSE’s yearly statistics release highlights a second consecutive year of record new listings and the exchange’s increased focus on sustainability. This year’s listings added $1 trillion of new market capitalization to the exchange, with a total of 2,400 companies listed. Technology, biotech, and consumer products companies were prominently represented. Four of the five largest…
Two pieces of legislation aimed at imposing additional regulations on special purpose acquisition companies (“SPACs”) were recently introduced in the US House of Representatives. H.R. 5910, the “Holding SPACs Accountable Act of 2021,” sponsored by Rep. Michael San Nicolas (D-GU), and H.R. 5913, the “Protecting Investors from Excessive SPACs Fees Act of 2021,” sponsored by…
The special purpose acquisition company (“SPAC”) craze took the world by storm during 2020 and early 2021. SPACs continue to dominate the finance and business news cycles, with headlines of unicorns choosing to go public through this IPO-alternative. More recently, the future of the SPAC market has been called into question, as concerns have arisen…
Over 60 law firms, including Mayer Brown, signed a joint statement responding to a recent action against a SPAC asserting that SPACs are investment companies under the Investment Company Act of 1940 because proceeds from their IPOs are invested in short-term US Treasury securities and qualifying money market funds.
The signing law firms view the…
Directors’ and officers’ (D&O) insurance policies are traditionally structured as “ABC” policies, comprised of Side A, B, and C coverage that together provide protection for the issuer and for directors and officers. For SPACs, ABC polices differ from those of a traditional operating company with a balance sheet, and, as a result, some SPACs elect…
From a SPAC’s IPO through to its initial business combination with a target company and beyond, there are certain D&O insurance considerations that may not be top of mind for a SPAC management team. However, budgeting for and structuring D&O insurance plans is an essential part of attracting independent directors to a SPAC’s board and…
During its meeting on June 10, the Securities and Exchange Commission’s Investor Advisory Committee held a panel discussion regarding 10b5-1 plans, welcoming three market participants and academics. As we previously blogged, SEC Chair Gary Gensler asked for recommendations for the Commission’s consideration on how to “freshen up Rule 10b5-1.”
Dr. Dan Taylor, Associate…
