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Proskauer on Private Fund Litigation

Tag Archives: IPO

SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions

By William D. Dalsen, Steven R. Burwell, Peter Castellon, Michael Choate, Steven L. Lichtenfeld, Ben Orlanski, Louis Rambo, Frank Zarb and Simon J. Wood on Posted in Enforcement, SEC, SPACs
We previously noted that SEC Chair Gary Gensler suggested the SEC would adopt new rules governing SPACs because, in his view, SPACs are very similar to initial public offerings but lack protections available to traditional IPO investors.  And now, the SEC has taken concrete steps to treat “like cases alike” by announcing proposed rules and … Continue Reading

Treating “Like for Like”: SPAC Disclosure, Marketing and Gatekeeping in 2022

By Steven Baker, Margaret A. Dale, Michael R. Hackett, William Komaroff, Kirsten E. Lapham, Timothy W. Mungovan, Dorothy Murray, Joshua M. Newville, Todd J. Ohlms, Seetha Ramachandran, Jonathan M. Weiss, Julia Alonzo, James Anderson, Julia M. Ansanelli, William D. Dalsen, Adam L. Deming, Reut N. Samuels and Hena M. Vora on Posted in Asset Management, Compliance, Disputes, Enforcement, Hedge Funds, Private Credit, Private Equity, Private Equity Litigation, Regulation, SEC, Securities Law
We reported last year that unprecedented SPAC deal volume signaled an increased risk for disputes given their unique structure, including risks associated with disclosure requirements, material non-public information, valuation, and conflicts of interest. Our assessment proved prescient, as the SEC began to flex its enforcement muscles vis-à-vis SPACs as the year progressed, and took specific … Continue Reading

New in the World of SPACs: Arks, Sharks and SPARCs

By Margaret A. Dale and Dorothy Murray on Posted in Asset Management, Compliance, Disputes, Enforcement, SPACs
Special purpose acquisition companies (SPACs) have been one of the success stories of recent years. They have attracted huge volumes of investment as professional and retail parties invest through an initial public offering (IPO) in a ‘cash shell’ company with a mandate to find a suitable unlisted acquisition target. The company then typically merges (often … Continue Reading

Bloomberg Law: SPAC Procedural Issues & Risks

By Michael R. Hackett, Timothy W. Mungovan, Todd J. Ohlms, Jonathan M. Weiss and David W. Heck on Posted in Asset Management, Compliance, SPACs
As a part of an ongoing litigation series in Bloomberg Law, Proskauer shifts focus to the rise of SPACs and associated risks. In this article, Mike Hackett, Timothy Mungovan, Todd Ohlms, Jonathan Weiss and David Heck discuss the issues and risks that are common to the SPAC process, as well as the specific inflection points … Continue Reading

Space SPAC Draws SEC Enforcement Action for Allegedly Misleading Disclosures and Due Diligence Failures

By Joshua M. Newville and Samuel J. Waldon on Posted in Asset Management, Compliance, Disputes, Enforcement, Regulation, SEC, Securities Law, SPACs
As one of the first of an expected series of potential enforcement actions, the SEC has brought an enforcement action against a SPAC and its major participants, highlighting enhanced regulatory scrutiny of SPACs and underscoring the importance of following appropriate diligence and other practices in the de-SPAC process. Given the rapid growth in this sector … Continue Reading

SPACs: Sure, Proceedings Are Coming

By Dorothy Murray on Posted in Asset Management, Disputes, SPACs
Proskauer’s Asset Management Litigation partner Dorothy Murray recently authored an article on litigation risks of SPACs. Dorothy details why the recent popularity of this latest incarnation of so-called “blank cheque” companies will inevitably lead to disputes, and the reasons are all connected to the very features that make SPACs so attractive in the first place. … Continue Reading

The Ripples Behind the SPAC Wave

By Margaret A. Dale, Michael R. Hackett, Kirsten E. Lapham, William Komaroff, Timothy W. Mungovan, Dorothy Murray, Joshua M. Newville, Todd J. Ohlms, Seetha Ramachandran, Ana Vermal, Samuel J. Waldon, Jonathan M. Weiss, Anthony M. Drenzek, James Anderson, Alexandra V. Bargoot, William D. Dalsen, Adam L. Deming, David W. Heck, Hena M. Vora and Lucy C. Wolf on Posted in Asset Management, Compliance, Private Credit, Private Equity, SPACs
The past year saw a burst in popularity of SPACs. More than half of companies that went public in 2020 did so using a SPAC on their way to raising over $80 billion in proceeds, and so far in 2021 SPAC offerings far outpace traditional IPOs. SPACs allow companies to go public with greater speed … Continue Reading

Snap Judgment: Unicorns Under Pressure and Addressing Risks of Private Lawsuits

By Joshua M. Newville, William D. Dalsen and Alexandra V. Bargoot on Posted in Disputes, Hedge Funds, Mergers & Acquisitions, Private Equity, Private Equity Litigation, SEC, Venture Capital
The recent IPOs of Snap, Inc. and Blue Apron indicate that while the IPO pipeline continues to flow, there may be a cautionary tale for “unicorns” – venture-backed companies with estimated valuations in excess of $1 billion. After Snap went public in March, it posted a $2.2 billion loss in its first quarter, yielding a … Continue Reading
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