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
tender offer rules
SEC Approves Amended Rule Change to FINRA Rule 5110
By Mark D. Wood, Irina Nica & Farzad Damania on
Posted in SEC/Corporate
On December 23, 2019, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s (FINRA) proposed amendments to Rule 5110, as modified by Partial Amendments No. 1 and No. 2 (Amended Rule 5110), on an accelerated basis in an effort to modernize, simplify and streamline the rule.
Continue Reading SEC Approves Amended Rule Change to FINRA Rule 5110
SEC Division of Corporation Finance Issues New C&DIs Relating to Tender Offer Rules
By Mark D. Wood, Mark J. Reyes & Agnes I. Park on
Posted in SEC/Corporate
On November 18, the Division of Corporation Finance of the Securities and Exchange Commission issued seven new Compliance and Disclosure Interpretations (C&DIs): 1) two new C&DIs with respect to the tender offer rules under Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14D; and 2) five new C&DIs with respect to the tender offer rules under Section 14(e) of the Exchange Act and Regulation 14E.
Continue Reading SEC Division of Corporation Finance Issues New C&DIs Relating to Tender Offer Rules