Underscoring the U.S. Securities and Exchange Commission’s (SEC) attention to environmental, social, and governance (ESG) disclosures, the SEC has charged Vale S.A., a publicly traded Brazilian mining company, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam. This Legal Update highlights allegations
US SEC’s Climate Risk Disclosure Proposal Likely to Face Legal Challenges
On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements containing climate-related financial impact and expenditure metrics, report their greenhouse gas emissions, and disclose details of how climate change is affecting their businesses.
SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. Comments on the Proposed Rules are due 30 days after
The SPAC Series: Litigation and Enforcement Developments
March 4, 2022 Webinar
12:00pm – 1:00pm EST
Register here.
There have been a number of litigation and enforcement developments targeting the SPAC market. These include private litigation claims brought following de-SPAC transactions in Delaware Chancery Court alleging breaches of fiduciary duty, federal securities claims relating to proxy/prospectus disclosures, and federal securities fraud claims
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
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,
IFR 2021 US ECM Roundtable: SPACs at a Crossroads
November 17, 2021 | Webinar hosted by IFR
12:30pm – 2:00pm EDT
Register here.
Mayer Brown is proud to sponsor this year’s 2021 US ECM Roundtable, hosted by the International Financing Review (IFR). This year’s virtual event brings together a panel of senior industry professionals to evaluate the current state of play within
SPACs: Up, up, and…away?
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
Supreme Court clarifies that in securities-fraud class actions, courts should consider whether the alleged misrepresentation was “generic”
Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, No. 20-222
On June 21, 2021, the Supreme Court held that in a securities-fraud class action, the district court should consider whether the alleged misrepresentation is generic in determining whether the misrepresentation affected the price of the security at issue. The Court also held that
Millennium Health Judge Finds Loans at Issue Not Securities, Dismisses Related Blue Sky Claims; US Leveraged Loan Market Breathes a Sigh of Relief
On Friday, May 22, 2020, in the closely watched Millennium Health case, Judge Gardephe issued a Memorandum Opinion and Order granting the defendants’ motion to dismiss, including the six causes of action in the plaintiff’s petition under the securities laws of California, Colorado, Illinois and Massachusetts, and holding that the leveraged loans at issue were