Following the increase in the number of special purpose acquisition companies (SPACs) and the related business combinations between SPACs and private target businesses (commonly referred to as “de-SPAC” transactions), an increase in regulatory scrutiny, particularly from the Securities and Exchange Commission, is emerging. As discussed below, in the last week the SEC has issued two statements — one related to the accounting treatment of warrants and one related to liability risk — that have attracted considerable attention from SPACs and other stakeholders.
Continue Reading SEC Statements Regarding SPACs Address Warrants and Projections

Earlier this month, the Securities and Exchange Commission approved amendments (the Amendments) to New York Stock Exchange (NYSE) rules that require listed companies to obtain shareholder approval of certain private placements and equity issuances to “related parties,” as well as requirements related to transactions between a listed company and certain related parties. In particular, the Amendments, which were initially proposed in December 2020 and subsequently modified, modified Sections 312.03, 312.04 and 314.00 of the NYSE Listed Company Manual. According to NYSE, the Amendments to Sections 312.03 and 312.04 are intended to more closely align shareholder approval requirements applicable to NYSE listed companies with comparable requirements for companies listed on Nasdaq or NYSE American and, in doing so, provide greater flexibility to NYSE-listed companies seeking to raise capital. The flexibility provided by such Amendments tracks, in various respects, the flexibility provided through temporary rules adopted by NYSE in response to the COVID-19 pandemic, which are being terminated by the Amendments. The amendments to Section 314.00 clarify the role of the audit committee in approving related party transactions, and expand the scope of transactions to which related party transaction rules apply.
Continue Reading SEC Approves Amendments to NYSE Shareholder Approval Rules for Certain Equity Issuances and Requirements for Related Party Transactions

On April 12, the Financial Industry Regulatory Authority (FINRA) filed a proposed rule change with the Securities and Exchange Commission pursuant to Section 19(b)(3) of the Securities Exchange Act of 1934 to extend its time to announce the implementation schedule for FINRA’s corporate bond new issue reference data service.

On January 15, the SEC approved

On March 31, the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission issued a staff statement (the Staff Statement) relating to accounting, financial reporting and governance issues for private companies to consider before engaging in a business combination with a special purpose acquisition company (SPAC).
Continue Reading SEC Corp Fin Staff Issues Statement on SPAC Transactions

On April 5, the Securities and Exchange Commission voted to take two actions in the implementation of security-based swap regulation under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).
Continue Reading SEC Issues Notice of Substituted Compliance Application and Proposed Substituted Compliance Order for United Kingdom and Reopens Comment Period for Notice and Proposed Substituted Compliance Order for France

On March 29, the Securities and Exchange Commission Division of Examinations (EXAMS) issued a risk alert to remind broker-dealers of their obligations related to anti-money laundering (AML) rules and regulations, as well as to provide the staff’s observations of compliance items related to those obligations. The risk alert is designed to assist broker-dealers with reviewing and enhancing their AML programs.
Continue Reading Compliance Issues Related to Suspicious Activity Monitoring and Reporting at Broker-Dealers

On March 31, the National Futures Association (NFA) issued Notice I-21-14 advising member firms that are registered with the Commodity Futures Trading Commission as swap dealers (SDs), that NFA rules adopting minimum capital and financial reporting requirements will become effective October 6.

Continue Reading NFA Issues Notice Regarding Effective Date of NFA’s Swap Dealer Capital Requirements

On March 22, the Securities and Exchange Commission launched a new page on its website to bring together agency actions and the latest information about climate and environmental, social and governance (ESG) investing.
Continue Reading SEC Responds to Investor Demand by Bringing Together Agency Information About Climate and ESG Issues

On March 15, Acting Securities and Exchange Commission Chair Allison Herren Lee made a public statement (Statement) requesting public input from investors, registrants and other market participants regarding climate change disclosures. In light of increased demand for company disclosure regarding climate change risks, impacts and opportunities, Acting Chair Lee has requested SEC staff to evaluate the SEC’s disclosure rules with an emphasis on promoting disclosures that are consistent, comparable and reliable.
Continue Reading Acting SEC Chair Lee Provides Public Statement Welcoming Public Comment on Climate Change Disclosures