This week, our corporate colleagues published a handy guide to the SEC’s new proposed rules on SPACs. Of particular note to securities watchers should be potential increases in litigation stemming from changes to the definition of “blank check company” for the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).

The SEC has long given hints about its desire to change this rule. In April 2021, Acting Director of the Division of Corporate Finance John Coates released a public statement noting that the PSLRA and its safe harbor may not be the shield some think it to be. One month later, Chair Gensler also commented on whether SPAC investors were being adequately protected. With these rules, it seems the SEC has offered its proposed solutions to their concerns.

Also of note is how these rules would expand liability to advisors and participants in the de-SPAC process. The new rule views any party that participated in the de-SPAC to be engaged in the distribution of securities and render them a statutory underwriter for purposes of the Securities Act of 1933.

Please continue to follow the Corporate Defense and Disputes blog for more updates on SPACs.

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Photo of Julia Alonzo Julia Alonzo

Julia Alonzo is a senior counsel in the Litigation Department with a focus on securities and corporate governance litigation. She is experienced in complex civil securities matters and parallel proceedings, including federal securities class actions, shareholder derivative lawsuits, internal investigations, and SEC investigations.

Julia Alonzo is a senior counsel in the Litigation Department with a focus on securities and corporate governance litigation. She is experienced in complex civil securities matters and parallel proceedings, including federal securities class actions, shareholder derivative lawsuits, internal investigations, and SEC investigations. In addition, Julia has represented numerous companies facing litigation relating to pending M&A transactions. Julia is also a member of Proskauer’s Asset Management Litigation team.

Julia writes on topics relating to all aspects of civil securities litigation. She regularly updates a definitive treatise on shareholder derivative law, Shareholder Derivative Litigation: Besieging the Board. She is also the co-editor of Proskauer’s Corporate Defense & Disputes blog, which focuses on federal securities litigation, as well as the Minding Your Business blog on commercial litigation.

Julia maintains an active pro bono practice, with a focus on asylum, child welfare issues, and housing law.

Photo of Corey I. Rogoff Corey I. Rogoff

Corey Rogoff is an associate in the Litigation Department. His practice focuses on securities and commercial litigation, including federal securities class actions, shareholder derivative lawsuits, and internal and governmental investigations. Corey is also part of the litigation team that represents the Financial Oversight…

Corey Rogoff is an associate in the Litigation Department. His practice focuses on securities and commercial litigation, including federal securities class actions, shareholder derivative lawsuits, and internal and governmental investigations. Corey is also part of the litigation team that represents the Financial Oversight and Management Board in the Commonwealth of Puerto Rico’s bankruptcy proceedings.

Corey also maintains an active pro bono practice, with a focus on social security disability law and sealing criminal records.  He was recently part of a team working with 100+ Meridian Heights residents in bringing a suit against the owners and property managers for terrible living conditions. Corey also assisted an individual in fighting for her social security disability benefits.

Photo of Steven R. Burwell Steven R. Burwell

With over 20 years of experience advising on and executing capital markets transactions, Steve Burwell focuses on corporate and securities law matters and public company representation across all industries, including, but not limited to, financial services, healthcare and life sciences.

Steve offers clients…

With over 20 years of experience advising on and executing capital markets transactions, Steve Burwell focuses on corporate and securities law matters and public company representation across all industries, including, but not limited to, financial services, healthcare and life sciences.

Steve offers clients extensive experience within the banking industry that makes him uniquely positioned to counsel issuers and underwriters on a wide array of debt and equity capital markets transactions. Steve has enjoyed a significant and lengthy career at Deutsche Bank, holding various legal positions within the organization. His most recent role was that of Managing Director and Associate General Counsel, Head of Corporate Finance/Global Capital Markets Legal in the Americas.

In addition to his tenure at Deutsche Bank, Steve has practiced in the New York offices of major international law firms, where he focused on corporate and securities law.

Steve has worked on numerous cross-border transactions for European, Asian and Latin American issuer clients selling securities in the U.S. Within the equity capital markets space, he has done initial public offerings, follow-on offerings, secondary offerings, block trades, Rule 144 sales, private placements, registered directs, Private Investments in Public Equities (PIPEs), convertible bond/preferred offerings and special purpose acquisition company (SPAC) transactions.

Steve previously served on the board of the non-profit Farm & Wilderness Foundation, which provides summer camps and programs focused on social justice and environmental sustainability for children and teens, and also previously served on the board of non-profit Brooklyn Friends School, a college preparatory Quaker school that supports a culturally-diverse educational community from preschool through 12th grade.

Photo of Peter Castellon Peter Castellon

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer…

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer of several committees, including the IBA Capital Markets Forum, the International Securities Matters Subcommittee of the ABA Committee on the Federal Regulation of Securities and the ABA International Securities & Capital Markets Committee.

Peter has written several articles on securities law topics, including the following:

  • US Private Placements: When Rule 144A is unavailable, PLC, July, 2015.
  • SAS 72 letters: Seeking comfort, PLC, May, 2013.

  • Another way in, IFLR, March, 2012.

Before joining Proskauer, Peter was Deputy General Counsel for Citi and advised the Equity Capital Markets Division and Investment Banking Division. While at Citi, Peter worked on most of Citi’s ECM transactions in Europe, the Middle East and Africa.

Photo of Michael Choate Michael Choate

Michael Choate is a partner in the Corporate Department and is a member of the Capital Markets Group and both Real Estate Capital Markets and Private Equity Real Estate Groups. Michael’s practice is broad and includes a focus on transactional matters involving both…

Michael Choate is a partner in the Corporate Department and is a member of the Capital Markets Group and both Real Estate Capital Markets and Private Equity Real Estate Groups. Michael’s practice is broad and includes a focus on transactional matters involving both public and private offerings as well as private equity and joint venture transactions along with mergers and acquisitions, corporate governance issues and federal securities compliance matters.

Photo of Steven L. Lichtenfeld Steven L. Lichtenfeld

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge…

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge funds, and pension advisors regarding public offerings and private placements of real estate-related debt and equity securities, real estate-related mergers and acquisitions, real estate preferred equity investments and joint ventures, real estate-related senior and mezzanine financings and other corporate, partnership and limited liability company matters.

Steven has been widely recognized as a driving force in the real estate capital markets and finance space during his more than thirty-five year career. He has garnered several prestigious accolades in this area, including receiving a coveted ranking from Chambers USA, which has described him as “a brilliant real estate attorney with experience in many asset classes.” Chambers has also described Steven as “highly analytical and highly strategic” and “encyclopedic in terms of his knowledge” in handling a broad spectrum of public and private debt offerings, M&A, joint venture and other corporate real estate matters. Steven is also recommended for Real Estate and REITs by Legal 500 United States and is consistently recognized as a leading real estate lawyer in Best Lawyers in America and Super Lawyers.

Photo of Ben Orlanski Ben Orlanski

Ben Orlanski is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group and the Capital Markets Group. Ben focuses on major corporate transactions and strategically solving critical business challenges. He has significant experience in securities and…

Ben Orlanski is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group and the Capital Markets Group. Ben focuses on major corporate transactions and strategically solving critical business challenges. He has significant experience in securities and public company representation; mergers and acquisitions; capital markets transactions; special committee, board of directors and general corporate representation; and corporate governance. His experience covers a wide range of industry sectors, including software-as-a-service, REITs, digital media, specialty manufacturing and consumer products.

Capital Formation and Securities

Ben has significant experience in managing, structuring and executing sophisticated securities and capital raising transactions. His approach reflects understanding of market operation, well-designed capital structure and the practical realities of the capital raising process. He represents public companies and investors in public offerings, registered direct transactions, self-tenders, warrant exchanges/flush transactions, recapitalizations, defensive strategies and secondary offerings. He also advises clients on corporate finance transactions for private businesses, ranging from venture capital and private placements to public offerings and debt restructurings.

Mergers and Acquisitions

Ben has completed scores of transactions representing buyers, sellers, investment bankers and financiers through all phases of the M&A process. He is actively involved in planning, structuring, negotiating and documenting strategic merger and acquisition transactions as well as dispositions of sophisticated enterprises.

General Counsel, Public Reporting and Strategic Advice

Ben acts as outside general counsel for numerous public and private companies, applying a business-like approach to produce practical legal solutions to both day-to-day and exceptional legal challenges. In representing his public clients, Ben has successfully guided the public reporting process for clients facing accounting and SEC challenges, proxy contests, cash flow issues, litigation, shareholder activism and strategic alternatives. He frequently advises on issues related to compliance with insider trading laws and major compliance challenges. He also represents boards of directors and special committees of public companies in special situations, including “interested” transactions, investigations, executive succession planning and sensitive corporate governance issues.

Photo of Louis Rambo Louis Rambo

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and…

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and shareholder activism. Prior to joining the Firm, Louis served as an attorney in the Division of Corporation Finance with the Securities and Exchange Commission.

Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies…

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies, hedge funds and family offices, and market intermediaries and other financial institutions on a wide range of transactional and securities regulatory compliance matters including:

  • Equity investments and dispositions in public and private companies
  • Public company registration, disclosures and preparation of periodic reports
  • Tender offers, equity lines, proxy contests, SPACs, and other highly regulated transactions
  • Regulation M, Regulation SHO, Forms 13F and 13H, insider trading and other trading issues
  • Corporate governance and stock exchange listing standards
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Regulation of financial intermediaries, including trading of public and private equity, and complex and novel trading structures
  • Advocating with the SEC on behalf of a market intermediary related to back-office processing matters.

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

Prior to joining the Firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.

Photo of Simon J. Wood Simon J. Wood

Simon J. Wood is an associate in the Corporate Department and a member of the Capital Markets Group. His practice focuses on IPOs, SPAC transactions, and Section 13 and Section 16 filings. Since joining Proskauer, Simon has worked on a variety of SPAC…

Simon J. Wood is an associate in the Corporate Department and a member of the Capital Markets Group. His practice focuses on IPOs, SPAC transactions, and Section 13 and Section 16 filings. Since joining Proskauer, Simon has worked on a variety of SPAC transactions including the IPOs of Kimbell Tiger Acquisition Corp., Juniper II Corp., Israel Acquisitions Corp, and more. He is currently part of the Proskauer team advising Goal Acquisitions Corp. in its business combination with Digital Virgo Group.

Simon earned his J.D. degree from Harvard Law School, where he worked on the Journal of Law and Technology and was part of the Cyberlaw Clinic.

Prior to joining Proskauer, Simon was an associate in the New York offices of Kirkland & Ellis.