On July 13, 2021, the US Securities and Exchange Commission (“SEC”) announced charges against a special purpose acquisition company (“SPAC”), the proposed merger target company in the space transportation industry, each company’s CEO, and the SPAC’s sponsor. The charges were announced in connection with misleading statements made by the SPAC and target company to its
On Point. – Bad Actor Disqualification Provisions of Regulation A, Regulation CF and Regulation D
As part of the Securities and Exchange Commission’s amendments to the exempt offering framework, which amendments became effective in March 2021, the SEC, among other things, aligned the bad actor disqualification provisions in Regulation A, Regulation D, and Regulation CF. Our updated resource provides an overview of the bad actor disqualification provisions applicable in connection
SEC Chair Gives Testimony on IPO and SPAC Market
Securities and Exchange Commission Chair Gary Gensler was back on the Hill, this time testifying before the Subcommittee on Financial Services and General Government, US House Appropriations Committee. During his testimony, Chair Gensler commented on five key capital markets trends, which included a discussion on IPO, SPAC and direct listing trends and policy implications.
In
SPACs Under SEC Scrutiny: Mitigating Potential Liability for Offering Participants
May 19, 2021 Webinar
12:00pm – 1:00pm EDT
Register here.
Please join Mayer Brown partners, Christopher Houpt, Brian Massengill, and Anna Pinedo, for the third session in the Banking & Financial Services Litigation webinar series.
This panel will discuss special purpose acquisition companies (SPACs), including:
- An overview of the SPAC market and the SPAC
SEC Approves NYSE Shareholder Approval Amendments
On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules. The NYSE proposed the changes because the prior requirements made it unnecessarily difficult for listed companies to raise necessary capital in private placement
What’s the Deal? Compendium
A compendium of our What’s the Deal? series, providing brief overviews of popular financing methodologies and securities issues and practice pointers, is now available for download here.
PLI’s Private Placements and Hybrid Securities Offerings 2021
PLI’s Private Placements and Hybrid Securities Offerings 2021
April 19 – 20, 2021 Webinar
Register here.
Mayer Brown invites you to the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2021 virtual conference.
Private Placements and Hybrid Securities Offerings 2021 will focus on the changes to the exempt offering rules, including the changes
De-SPACing: Overview, Special Securities Law and Financial Statement Considerations and Derisking the Process with a PIPE Transaction
January 27, 2021 Webinar
3:00 PM – 4:00 PM EST
Register here.
A SPAC’s initial business combination is often referred to as a de-SPACing transaction. While this is generally a merger, this is not your typical public company merger. From negotiating the letter of intent to the definitive merger agreement and the various ancillary
MB Microtalk: PIPE Transactions in Connection with SPAC Business Combinations
In this microtalk video, PIPE Transactions in Connection with SPAC Business Combinations, Brian Hirshberg discusses private investment in public equity (PIPE) transactions consummated by SPACs in connection with their initial business combinations, or de-SPACing transactions.
Visit our MB Microtalk page for more topics and talks.
SEC Staff Guidance on Private Equity Line Financings
The Staff of the Division of Corporation Finance of the Securities and Exchange Commission released today a new Compliance & Disclosure Interpretation, 139.13, relating to equity lines, and has withdrawn several C&DIs (see here). For convenience, the text of 139.13 is reprinted below.
Question 139.13
Question: In many equity line financings, the company