Nasdaq Inc.’s - a United States financial services company that operates stock exchanges - proposed rules regarding diversity on boards of directors were approved by the Securities and Exchange Commission (“SEC”) on August 6, 2021. (SEC, SEC Release 34-92590). In order for a self-regulatory agency (an organization, such as Nasdaq, that provides standards for and regulates its own industry) to change a rule, it must file the proposed change with the SEC and seek approval. (17 CFR § 240.19b-4; Adam Hayes, Investopedia). Nasdaq filed two proposed rule changes with the SEC on December 1, 2020, which proposed changes were published in the Federal Register and underwent the standard review and comment process. (SEC, SEC Release 34-92590; SEC, Federal Register). . .
Read MoreAn emerging trend among corporate investors is the use of shareholder activism to effectuate some change to a corporation, with a focus on a company’s environmental and social justice performance. (Mary Ann Cloyd, Harvard Law School Forum on Corporate Governance). Activism methods include supporting hedge funds in their effort to win board seats, urging fellow shareholders to withhold their vote on a nominated board candidate, and supporting a formal shareholder proposal. Id. In a major win for investors seeking action by large oil and gas companies to substantially reduce their carbon footprint around the world, activist investment firm Engine No. 1 (“Engine”) succeeded in gaining three seats on the board of directors of Exxon Mobil (“Exxon”) through a shareholder vote in late May 2021. (Pippa Stevens, CNBC). By securing three seats on Exxon’s board, Engine is now able to induce significant carbon-cutting action by the company, and other multinational energy and gas firms may soon be pressured by similar activist firms to follow suit.
Read MoreAfter its failed 2019 Initial Public Offering (“IPO”) attempts, WeWork announced, on March 26, 2021, it has agreed to go public with a special purpose acquisition company (“SPAC”). (Reuters Staff, Reuters). This past year, SPACs have become the hottest trend in finance. (Tom Huddleston Jr., CNBC). According to a PricewaterhouseCoopers analysis, roughly 230 SPACs went public in 2020, raising about $71 billion in funding, a new record for SPACs in a single year. (PricewaterhouseCoopers). The number of SPACs that have gone public in 2021 is more than the annual total for IPOs in past years for both traditional IPOs and SPACs combined. (Rani Molla, Vox). Companies like DraftKings, Nikola Motor Co., Opendoor, and Virgin Galactic have all used the popular method of taking companies public through SPACs. (Tom Huddleston Jr., CNBC). SPAC mania is still booming, and WeWork is just one of many newbies on the expanding list of companies targeted by SPACs. Id.
Read MoreYou may have heard of an initial public offering (“IPO”), but what about a special purpose acquisition company (“SPAC”)? Once viewed as a “sketchy Wall Street arcana,” a SPAC is a publicly traded shell company created for the sole purpose of merging with or acquiring a private company so the target company can forgo much of the traditional IPO paperwork. (Heather Perlberg, Bloomberg; Julie Young, Investopedia; Camila Domonoski, NPR). In recent years, SPACs have increased in popularity to the extent many famous individuals, such as baseball legend Alex Rodriguez, professional-basketball-superstar-turned-DJ Shaquille O’Neal, and former House of Representatives Speaker Paul Ryan, are now creating them. (Heather Perlberg, Bloomberg). In 2020, U.S. SPACs raised $83.3 billion, up from $13.6 million in 2019. Id. This year, SPACs have already generated $73 billion and make up around 70% of the IPO market. Id. How did SPACs become so popular and how do they work?
Read MoreHong Kong recently announced the plan for its own blank check listing framework with hopes for deals to begin by the end of this year. A special purpose acquisition company (“SPAC”) —another name for blank check companies— is a listed shell company created with the purpose of raising money through an Initial Public Offering (“IPO”) to then acquire a promising private company, in effect taking the company public without a traditional IPO. A SPAC is often referred to as a blank check company because when a SPAC raises money, the individuals buying shares during the IPO have no idea who the future target company will be.
Read MoreVanguard Group, Inc. and BlackRock, two of the world’s largest asset managers, joined the Net Zero Asset Managers Initiative pledging to support efforts to limit global warming to 1.5 degrees Celsius and accomplish net zero greenhouse gas emissions by 2050, as called for in The Paris Agreement. (Alastair Marsh, Bloomberg Law).
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