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…
April 27, 2022 Webinar
Register here.
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…
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…
On March 30, 2022, the SEC announced proposed rules regarding SPACs and the use of projections. The proposed rules would require expanded disclosures regarding SPAC sponsors, conflicts of interest and dilution and require additional disclosures in de-SPAC transactions, including with respect to the fairness of the transaction to the SPAC’s investors. The target company in…
On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (C&DIs) impacting mergers and acquisitions. Two of the new C&DIs relate to Item 1.01 of Form 8-K. Three of the C&DIs interpret proxy solicitation requirements. One addresses a tender offer issue relating to special…
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…
February 22, 2022 Webinar
12:00pm – 1:00pm EST
Register here.
What if the De-SPAC Did Not Yield Sufficient Growth Capital? Or Result in a Liquid Stock? The transformative de-SPACing process is complete and you are a newly public company—now what? Maybe as a result of a higher level of redemptions, or a smaller accompanying…
The environment for de-SPAC transactions has changed dramatically from just a year ago. Redemptions by SPAC shareholders have risen substantially, SPAC PIPE investors have been less willing to hold illiquid securities and regulatory impediments have complicated transaction execution. As a result, structuring a successful de-SPAC transaction requires increased willingness to adapt and be creative. In…
February 15, 2022 Webinar
12:00pm – 1:00pm EST
Register here.
SPAC transactions made headlines in 2021. Over 613 SPAC IPOs raised $162 billion, and 195 SPAC business combinations were completed with an aggregate value of $465 billion. SPACs continue to make headlines in 2022; however, the headlines are a little different. In the first…
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,…
