New SEC Rules on SPAC IPOs and De-SPACS: Expanded Liability and Disclosure Requirements, Limited Safe Harbors

Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public offerings, follow-on public offerings, shelf takedowns, registered direct placements, PIPEs and other private placements (144A, Reg D, Reg A, Reg S, etc.). He also regularly represents public companies regarding their SEC and NYSE or Nasdaq listing compliance and has acted as outside general counsel, including corporate, securities, M&A litigation and business counseling, to hundreds of private and public companies as well as their officers and directors. Mr. Nussbaum’s also negotiates and documents acquisitions, mergers, going-private transactions, reverse mergers, proxy contests, tender offers, control contests, fund formations and secured lending financings and has represented issuers and underwriters in more than 100 SPAC public offerings and business combinations. He was responsible for developing the groundbreaking IPAC, which features many of the benefits of the SPAC, but offers increased flexibility on pricing and deal structure, along with a more rapid transaction cycle.

Mr. Swartz’ principal areas of practice are capital markets and securities law, private equity, fund and joint venture formation, mergers and acquisitions, and corporate governance matters. He has particular experience advising on corporate and securities transactions involving equity and mortgage real estate investment trusts (REITs) and special purpose acquisition companies (SPACs). Mr. Swartz also regularly provides general corporate, reporting, disclosure, compliance, securities, and corporate governance advice to private and public company clients. 

Ms. Donikyan represents public and private companies in a range of corporate and securities matters, including initial and follow-up public offerings, mergers and acquisitions, SEC reporting and compliance, and corporate governance matters. She also has an active practice representing SPACs in their IPOs and in their business combination transactions, as well as in PIPE transactions concurrent to the closing of a SPAC business combination.