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. He 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. In addition, he is an associate trustee with the Washington Lawyers’ Committee for Civil Rights and Urban Affairs.
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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 … Continue Reading
On Thursday, March 24th, the Securities and Exchange Commission announced an agenda for a March 30th open meeting for the Divisions on Corporate Finance and Investment Management. The meeting has only one agenda item: SPACs, shell companies, and projections. In December 2021, SEC Chair Gary Gensler compared SPACs to traditional IPOs, and noted that there … Continue Reading
On January 28, 2022, the Securities and Exchange Commission filed a complaint in the U.S. District Court for the Northern District of California against HeadSpin, Inc., a Silicon Valley start-up. In the complaint, the SEC alleged that HeadSpin, though its then-CEO Manish Lachwani, engaged in a fraudulent scheme “to propel its valuation to over $1 … Continue Reading
Nikola Corporation stormed onto the electric vehicle scene in 2016 offering concepts for zero-emission vehicles. While the SEC does not set emission standards, they have long had standards for omissions – and Nikola is being left with a nine-figure bill.… Continue Reading
SEC Chair Gary Gensler made news again last week with a series of statements regarding SPACs, noting their similarities with traditional IPOs and hinting at future regulatory action aimed at these investment vehicles. In a December 9, 2021 speech before the Healthy Markets Association Conference, Chair Gensler addressed SPACs and how the SEC staff believes … Continue Reading
On November 16, 2021, the House Financial Services Committee cleared two proposals geared towards protecting investors and holding accountable offerors in connection with SPAC transactions.… Continue Reading
In April 2021, the SEC released several public statements that may have begun to cool a superheated SPAC market. FINRA soon followed suit, announcing in July 2021 a regulatory sweep aimed at SPACs. Now, for the first time, a criminal case has been filed in connection with a company that came to market as part … Continue Reading
While 2021 has been exceptionally lucrative for SPAC sponsors – even more so than 2020’s “Year of the SPAC” – U.S. regulators appear emphatic that 2021 be the year of SPAC supervision. In April, the SEC released guidance on SPACs and related risks, highlighted by its novel argument that the entire lifespan of the SPAC … Continue Reading
SPACs remain on everyone’s mind, especially the country’s chief regulator. On May 26, 2021, SEC Chair Gary Gensler testified before the U.S. House Subcommittee on Financial Services and General Government on “key capital market trends” that will impact SEC resources in the coming years. And the very first topic he raised – Initial Public Offerings … Continue Reading
If 2020 was the “Year of the SPAC,” 2021 may be turning into the year of the SPAC class action. We have already followed numerous cases where recently formed SPACs have been challenged in federal court for alleged violations of federal securities laws. Although those cases are still pending, a district court recently delivered a … Continue Reading
SPACs seem to be having their moment in the financial world, especially in 2021. In less than three months, U.S.-based SPACs have raised more money – almost $88 billion – than all SPACs combined in 2020 (which held the previous high for SPAC investment by some margin). They have even reached a level of societal … Continue Reading
Private companies with cutting-edge technology have become particularly attractive targets for special purpose acquisition companies (SPACs). These private companies may choose to go public via SPAC for a number of reasons that include the ability to share projections with investors, better valuation prospects and deal execution certainty. Much like companies that go public by way … Continue Reading
Pharmaceutical and biotech companies, with proprietary and potentially lucrative products, have been popular targets for SPAC sponsors. Unfortunately, one such private equity sponsor may have its hands full after its managing partner was publicly named in a securities class action.… Continue Reading
Clover Health is an insurance company focusing on Medicare Advantage that uses its proprietary software platform to offer PPO and HMO plans to eligible consumers. It fits the mold for many would-be SPAC acquisitions: a technology company with its own platform (known as the Clover Assistant) servicing a growing industry (health care). Chamath Palihapitiya must … Continue Reading
In the financial world, 2020 was the year of the SPAC. During the past few years, many Silicon Valley start-ups were chomping at the bit to get listed and cash out via initial public offering (IPO). And in 2020, over half of the companies that went public did so using a SPAC. Exchanges are also … Continue Reading
SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions
Major SPAC News, Rules May Be Coming This Week
By Julia Alonzo and Corey I. Rogoff on Posted in SEC Enforcement, Securities Law, SPAC
SEC Says Remedy Stops Penalty: HeadSpin Avoids Fine in SEC Fraud Action
By Corey I. Rogoff on Posted in Securities Law, Securities Litigation
Post-SPAC Nikola Settles SEC Inquiry, Agrees to Pay $125 Million
By Corey I. Rogoff on Posted in SEC Enforcement, Securities Law, Securities Litigation, SPAC
Gensler Speaks Out on SPACs, Notes Similarities with Traditional IPOs and Hints at Future SEC Action
By Corey I. Rogoff on Posted in SEC Enforcement, Securities Regulatory, SPAC
House of Representatives Looks into SPACs, Focused on Protecting Investors
By Corey I. Rogoff on Posted in Securities Law, Securities Regulatory, SPAC
Ex-Nikola Chairman Indicted for Securities Fraud
By Corey I. Rogoff on Posted in Securities Law, Securities Regulatory, SPAC
FINRA Lives Up To Its Name, Announces Regulatory Inquiries into SPACs
By Corey I. Rogoff on Posted in Securities Law, Securities Regulatory, SPAC
SEC Chair Gensler Testifies on “Unprecedented Surge” in SPACs
By Corey I. Rogoff on Posted in Securities Class Action, Securities Law, SPAC
Underperforming SPAC Still Subject to Federal Claims in Securities Class Action
By Corey I. Rogoff on Posted in Securities Class Action, Securities Law, SPAC
SEC Speaks Out on SPACs, Highlights Legal Liability and Reporting Risks
By Corey I. Rogoff on Posted in Securities Law, Securities Regulatory, SPAC
Post-SPAC Technology Company Hit with Securities Class Action
By Corey I. Rogoff on Posted in Securities Class Action, SPAC
SPAC Securities Class Action Comes for Private Equity Sponsor
By Corey I. Rogoff on Posted in Health Care, Securities Class Action, SPAC
SPAC Securities Class Action Comes for Recently Public Health Care Company
By Corey I. Rogoff on Posted in Securities Class Action, SPAC
SPACs Explained, in Five Minutes or Less
By Corey I. Rogoff and Julia Alonzo on Posted in Securities Regulatory, SPAC
