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On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March 30, 2022, and the receipt of 115 comments on such proposed rules.

Not long ago, companies could reliably project when shareholder activists would strike — and ready their defenses in advance. As sure as the seasons would turn, proposals would begin to appear around the holidays, voting would follow in the spring, and proxy contests would be over by the start of the summer.

The panel addressed issues commonly dealt with by companies after they complete a SPAC business combination.

In this presentation, hear from V&E’s #1 ranked Shareholder Activism Defense team as they review activism data for post de-SPAC public companies over the past few years.

A technological error in the online comment portal on sec.gov has prevented the Securities and Exchange Commission (“SEC”) from receiving comments on twelve rule proposals (the “Affected Proposals”), according to a new SEC release.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes an excise tax on certain repurchases of corporate stock by certain publicly traded corporations (the “Stock Buyback Tax”).¹

 

Vinson & Elkins’ Sarah Mitchell and Rebecca Fike sat down with Kristi Marvin, a founder of SPAC Insider, and Yelena Dunaevsky, Vice President of Transactional Insurance at Woodruff Sawyer, to discuss recent turmoil in the SPAC market, D&O insurance coverage for SPACs and SPAC targets, the SEC’s proposed rule changes, the importance of due diligence, and getting ahead of potential SPAC-related litigation.

In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise, particularly in Delaware.

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”).

With more than 600 special purpose acquisition companies (“SPACs”) currently looking for merger partners, private companies are likely being courted by a number of SPAC suitors. Although there are many considerations when choosing a SPAC partner, two items that are often overlooked when sizing up SPAC suitors are the SPAC’s directors and officers (“D&O”) insurance program and the private company’s own D&O insurance program.

Ramey Layne recently joined the SPAC Alpha Web Series to discuss the recent SEC SPAC proposals.