In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Supreme Court held that an issuer’s nondisclosure of information required by Item 303 of Regulation S-K cannot support a cl...
The SEC backpedaled on its proposed rules that would have expanded the scope of underwriter liability and included a new safe harbor under the Investment Company Act of 1940. But the fina...
Davis Polk partners Brian Burnovski, Michael Flynn and Neal Potischman authored “9th Circ. Gap ruling creates split on forum selection clause” in Law360. In the article, they discuss ...
In an en banc 6-5 decision, the Ninth Circuit upheld a forum selection clause in Gap’s bylaws that requires all claims brought on behalf of the company to be filed in Delaware state cou...
In Slack Technologies, LLC v. Pirani, the Supreme Court confirmed that under Section 11 of the Securities Act of 1933 plaintiffs must “trace” their shares – that is, plead and prove...
The Delaware Court of Chancery’s recent decision expands potential Caremark liability to officers for oversight failures, and we can expect to see an increase in books and records deman...
Davis Polk has launched a new interactive series of webinars for companies that have recently gone public via a de-SPAC business combination transaction. This program is designed for seni...
In March 2022, the SEC proposed a sweeping set of rules relating to SPACs, SPAC IPOs and de-SPAC transactions that the SEC indicated would ensure “greater transparency and more robust i...
Updated September 3, 2021Recently a purported shareholder of certain SPACs initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act...
The SEC continued its recent focus on SPACs by filing charges against both sides of a planned but not yet completed SPAC merger, including charges against the SPAC and its CEO for adoptin...
