On December 8, 2025, the Securities and Exchange Commission (“SEC”) approved proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) that exempt certain over-the-counter (“OTC”)-traded SPACs from the reverse merger rule and minimum average daily trading volume requirements. Citing a recent increase in the number of SPACs that were listed at the time
Staying on Message: Practical Strategies to Navigate Pre-IPO and De-SPAC Communications
Webinar | September 10, 2025
1:00 a.m. – 2:00 p.m. EDT
Register here.
Join Solebury and Mayer Brown for a webinar on legal, regulatory, and strategic issues arising in connection with offering related communications, especially in connection with an IPO or a de-SPAC transaction. Panelists will offer practical guidance for remaining compliant with securities…
New Corp Fin CDIs on Clawbacks and De-SPAC Co-Registrants
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
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
- 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
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
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
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
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…

