Legal News

In a new paper, Alternative Venture Capital: The New Unicorn Investors, professor Anat Alon-Beck explores the rise of alternative venture capital (AVC) investors and the ways in which these investors are affecting unicorn companies....By: Mayer Brown Free Writings + Perspectives

This chart is intended to compare and contrast, in summary form, various components of a traditional initial public offering versus merging with a special purpose acquisition company (“SPAC”). Please see full Chart below for more information....By: Mayer Brown Free Writings + Perspectives

On October 15, 2020, the US Securities and Exchange Commission (SEC) issued a cease and desist order (Order), settling charges against a registrant for controls violations relating to a stock buyback plan implemented during acquisition discussions....By: Mayer Brown Free Writings + Perspectives

This chart is intended to compare and contrast in summary form some of the considerations for a private company considering merging into an existing public operating company in a reverse merger or entering into a business combination with a special purpose acquisition company (“SPAC”). In particular, reverse mergers into operating companies with failed clinical programs have become common for private life sciences companies as an alternative to undertaking traditional IPOs. Please see full......

On October 7, 2020, the US Securities and Exchange Commission (“SEC”) adopted a new rule under the Investment Company Act of 1940 (the “Investment Company Act”) with respect to fund of fund arrangements.1 New Rule 12d1-4 would permit registered investment companies to invest in other registered investment companies beyond certain statutory limits set forth in Section 12(d)(1) and without obtaining an exemptive order, provided certain conditions are met....By: Mayer Brown Free Writings + Pers...

In a law journal note titled “The Seller’s Curse and the Underwriter’s Pricing Pivot:  A Behavioral Theory of IPO Pricing,” author Patrick Corrigan considers various theories advanced to explain IPO underpricing.  Given that so many venture and private equity investors are finding alternatives to the traditional IPO model, whether through direct listings or SPACs, and pointing to IPO underpricing as one of the ways in which the traditional IPO model is “broken,” new academic theories are w...

Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners have encountered difficulties in navigating a number of the applicable rules....By: Mayer Brown Free Writings + Perspectives

CBInsights recently hosted a webcast, The State of Healthcare Q2 2020. Capital raising by companies in the global healthcare sector yielded a historic high of $18.1 billion in the second quarter of 2020, and deal volume rose 6% quarter-over-quarter. Total funding was boosted by six mega-rounds, or capital raises over $100 million, in the regenerative heath subsector accounting for a combined total of about $1.3 billion....By: Mayer Brown Free Writings + Perspectives

Funding in the fintech sector increased 17% quarter-over-quarter, after two quarters of declines, to $9.3 billion according to CB Insights’ recent State of Fintech report. Despite the funding increase, the number of deals continued to decline globally, continuing the decline since the fourth quarter of 2019....By: Mayer Brown Free Writings + Perspectives

What’s the Deal? Special purpose acquisition companies (“SPACs”), commonly referred to as “blank check companies,” are public shell companies that use their initial public offering (“IPO”) proceeds in order to acquire private companies within a specific timeframe (this acquisition is commonly referred to as an “initial business combination” and the merger or combination transaction is often referred to as the “de-SPACing transaction”). Although SPACs have existed for decades, merging...