On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs by the Division in the last few months. Six new Exchange Act Forms CDIs relate to the clawbacks-related checkboxes on the cover
SEC Updates Guidance on the Use of Lock-Up Agreements in Rule 145(a) Transactions
By Andrew Noreuil, Brian Hirshberg & Emily Bloom on
On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e., certain mergers, consolidations, reclassifications of securities and acquisitions of assets). Prior to the SEC’s update, if a person entering…
SEC Expands Accommodations for Issuers Submitting Draft Registration Statements
- expand the availability of the SEC’s confidential review process for
Additional SEC Staff Accommodations for Confidential Submissions of Registration Statements
By Anna T. Pinedo on
- the nonpublic review process will be available for the initial registration of a class of securities under
Capital Markets in the United States: Regulatory Overview
Posted in Debt Offerings, EGCs, Follow-ons, Foreign Private Issuers, High Yield Bonds, IPOs, Public Companies, Resources, SPACs, Tax
In Thomson Reuters’ Practical Law latest Q&A, Mayer Brown Capital Markets and Tax team provides a high-level overview of the main equity and debt markets/exchanges, and the main regulators and legislation that govern them. The Q&A also covers prospectus/main offering document requirements, together with any disclosure obligations and exemptions from the requirements to publish/deliver a…
Corp Fin Staff Posts Updated Guidance on Confidential Submissions of Registration Statements
By Anna T. Pinedo & Ali Perry on
The Staff of the Division of Corporation Finance posted questions and answers regarding the confidential submission process for draft registration statements.
The guidance provides additional clarity relating to the process applicable to companies that are not emerging growth companies and that submit draft registration statements for confidential review. For example, the Q&As address confidential treatment…
The SPAC Life Cycle: Business, Legal, and Accounting Considerations Forum 2024
By Caitlin Kaplan on
April 15, 2024
9:00 a.m. – 5:30 pm EDT
This program, hosted by PLI and chaired by Mayer Brown partner, Eddie Best, provides a comprehensive discussion of special purpose acquisition companies (“SPACs”) with a focus on key business, legal, SEC reporting and accounting developments and considerations in each phase of the SPAC’s finite, fast-paced life…
SEC Rulemaking Trends to Watch in 2024
By Gonzalo Go & Anna T. Pinedo on
The year already began with a stir—a divided SEC adopted final rules addressing the treatment of special purpose acquisition companies (SPACs). The SEC took into account only a number of the issues raised by market participants during the comment period (see our Legal Update here). But there’s much more to come. Despite some recent…
Podcast on Final SPAC Rules
By Caitlin Kaplan on
On January 24, 2024, as we previously posted, the Securities and Exchange Commission (SEC) finalized the rules for special purpose acquisition companies (SPACs). Anna Pinedo, joined Yelena Dunaevsky, Senior Vice President, Transactional Insurance at Woodruff Sawyer, and founder of Women in SPACs, for a discussion.
Watch on Yelena’s podcast discussion.
SPAC Developments: SEC Amendments to SPAC IPO and de-SPAC Related Rules
By Melissa Pulgiano on
February 14, 2024, PLI Webinar
3:00pm – 4:00pm ET
Register here.
In 2022, the SEC proposed significant amendments to the rules and forms addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. The proposed amendments were quite controversial and had a chilling…