Cleary Gottlieb Discusses Delaware Chancery’s Refusal to Dismiss Aiding, Abetting in De-SPAC Transaction
The Delaware Court of Chancery refused to dismiss a claim that Jefferies, the financial advisor to Forum III, aided and abetted fiduciary breaches in a de‑SPAC merger. The court applied the Dole factors, inferring that Jefferies knowingly participated by preparing board materials while possessing conflicting information from a prior SF Motors engagement. By treating Jefferies as a unitary actor, the decision expands potential liability for advisors who contribute to misleading proxy statements. The ruling underscores heightened litigation risk for financial advisors in M&A transactions, especially where conflicts or information firewalls are unclear.
Gibson Dunn Discusses CFIUS’ Known Investor Program
On February 6, 2026, CFIUS issued a request for information (RFI) to refine its Known Investor Program (KIP), a fast‑track review mechanism for repeat foreign investors in U.S. advanced‑technology sectors. The RFI outlines eligibility thresholds—at least three covered filings in...
Want More Public Companies? Encourage More Stock Repurchases
The SEC’s new leadership is targeting the 40 percent decline in U.S. public companies by easing regulatory burdens, especially those that hinder share repurchases. It proposes reforming the safe‑harbor under Rule 10b‑18 to make buybacks more accessible to mid‑cap firms. Currently, the...
Litigation Finance Plays an Important Role in Capital Markets
Litigation finance turns contingent legal claims into a source of capital, positioning them alongside other non‑traditional assets like future receivables and intellectual property. By providing non‑recourse funding, it lets companies—especially SMEs lacking traditional credit—access cash without equity dilution or restrictive...
Crypto-Derivatives Regulation Is Too Fragmented
A new comparative study finds crypto‑derivatives regulation is highly fragmented across major financial hubs, despite the products mirroring traditional derivatives in structure and risk. Regulators have forced crypto‑derivatives into existing regimes, leading to divergent rules based on settlement method, underlying...
SEC Chair Testifies Before Senate Committee on Banking, Housing, and Urban Affairs
SEC Chair Paul S. Atkins testified before the Senate Banking Committee, outlining a three‑pillar plan to revitalize IPOs, cut costly reporting burdens, and modernize crypto oversight. He highlighted that public companies spend $2.7 billion annually on filing reports and announced a...
Independent Monitorships, Corporate Culture, and the Limits of Compliance Reform
Independent monitorships have moved from rare court‑appointed roles to a standard tool in DOJ, SEC, and other settlements, tasked with overseeing remediation of systemic misconduct. While they aim to restore trust by providing external oversight, critics highlight high costs, opaque...
Debevoise Discusses Third Circuit Decision on the Limits of the Best Price Rule
The U.S. Court of Appeals for the Third Circuit affirmed that the Best Price Rule applies only to shares actually taken up and paid for in a tender offer, not to shares the offeror cannot lawfully acquire. The ruling arose...
Gibson Dunn Discusses SEC Corporate-Finance Division’s Helpful Updates to Guidance
On January 23, 2026 the SEC’s Division of Corporation Finance released a suite of updated Compliance and Disclosure Interpretations covering proxy filings, executive compensation in spin‑offs, tender‑offer mechanics, lock‑up agreements, and securities‑offering integration. The revisions eliminate voluntary PX14A6G filings for...