The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee held a panel discussion on recent trends in taking a company public during its October 13, 2022 meeting. The panel, “Update on the Going Public Market: A 12-month lookback at the state of play of the IPO market,” began with an equity markets overview
Equity Line Financings: Practical and Legal Considerations
September 7, 2022 Webinar
3:00pm – 4:00pm EDT
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Many SPACs and former SPACs, as well as other mid-cap public companies, are considering financing through equity line financing arrangements. Equity line transactions are similar in many ways to the more common at-the-market offering structure but distinct in important respects. During this briefing hosted
Comment Letters on Proposed Rules on SPACs
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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Upcoming SEC Small Business Capital Formation Advisory Committee Meeting
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
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
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
SEC Proposes New SPAC Rules
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
New SEC C&DIs Impacting Mergers and Acquisitions
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
The SPAC Series: Litigation and Enforcement Developments
March 4, 2022 Webinar
12:00pm – 1:00pm EST
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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