On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public offerings (“IPOs”) by special purpose acquisition companies (“SPACs”) and subsequent business combination transactions (“De-SPAC Transactions”) between SPACs and operating companies
What’s the Deal? The Compendium. (2022 Update)
Well, What’s the Deal?
We updated our popular series and published a new compendium. It includes brief discussions in plain English on popular financing methodologies, securities law issues, and practice pointers. With over 170 pages of content, the compendium is available online now to print. See also the tab on the left.
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Top 10 Practice Tips: Lock-Up Agreements
This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and other stockholders. Lock-up
A Sea Change: The SEC’s Proposed Rules Applicable to SPACs
April 27, 2022 Webinar
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On March 30, 2022, the US Securities and Exchange Commission (“SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of SPACs in connection with their IPOs and subsequent de-SPAC transactions. The Proposed Rules, if adopted, would represent a sea change
Top 10 Practice Tips: Negotiating an Underwriting Agreement
In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting agreement with the issuer of the securities and any selling stockholders. The underwriting agreement sets forth the terms and conditions pursuant to which the underwriters will purchase the offered securities and distribute them to the public. Both the
Corporate Finance and the Securities Laws (Sixth Edition): The 2021 Edition
What’s new in the 2021 update of Corporate Finance and the Securities Laws? Quite a lot.
Highlights in the update include discussions addressing: digital currencies, electronic document delivery, “green bonds” and sustainability-linked bonds, developments in the convert market, which was particularly active in 2020 and 2021, and developments in the insurance-linked market. The update
What’s the Deal? – Initial Public Offerings: Filing and Post-Filing Period
As we start the new year, over 116 IPOs remain in the queue, predominantly from issuers in the biotech, life sciences, and technology sectors. One of the most important steps in completing an IPO is publicly filing the registration statement, marking the commencement of the post-filing period.
In this What’s the Deal? guide, we
What’s the Deal? – Initial Public Offerings: Pre-Filing Period
The COVID-19 pandemic had a significant impact on the IPO process. Testing-the-waters meetings had consistently increased in number in recent years, which resulted in shorter IPO roadshows even pre-pandemic. Roadshows continued to be compressed during the transition to virtual roadshows, a format which many institutional investors have become accustomed to now as a result of
What’s the Deal? – Initial Public Offerings: An Introduction
The IPO market was reinvigorated in 2021, breaking prior records. In aggregate, in 2021, there were 407 IPOs, which raised $139.3 billion in proceeds. As companies stay private longer, market capitalization of public companies at IPO continues to rise. The median market capitalization for an IPO issuer in 2021 was $928.1 million, with a median
Delaware Court of Chancery Allows deSPAC Litigation to Proceed Applying “Entire Fairness” Standard
On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for Churchill Capital Corp. III (“Churchill”), a SPAC, and Multiplan Inc. (“MultiPlan”). The court’s opinion has important implications for SPAC sponsors,