Almost two long years following the announcement of proposed rules revising the framework for regulating initial public offerings and business combinations of special purpose acquisition companies (SPACs), the US Securities and Exchange Commission (SEC) adopted in a three-two vote final rules on the topic. While much has changed in the SPAC market since the SEC’s proposed rules were announced – notably a cooling in the face of regulatory and economic headwinds – the final rules largely enact the SEC’s proposals from March 2022.

The Guide to Compliance, published by Global Investigations Review (GIR), brings together compliance guidance and criminal enforcement trends relating to financial crimes and misconduct. Baker McKenzie partners have contributed two chapters in GIR’s guide.

The chapter on Asia Pacific Compliance Enforcement covers key areas of enforcement priorities, including anti-bribery and anti-corruption, anti-money laundering and other key criminal offenses affecting multinational corporations, and provides an overview of emerging compliance issues and enforcement trends relevant to cross-border business.

The chapter on Compliance Issues in Corporate Transactions covers key compliance areas in due diligence, how to go about an effective assessment of compliance policies and procedures or issues in third-party dealings, and the process of remediating any compliance issues identified during due diligence.

* An extract from the first edition of GIR’s The Guide to Compliance. The whole publication is available at the GIR website.

On 30 March 2022, the Securities and Exchange Commission approved proposed rules relating to special purpose acquisition companies (SPACs) and released an accompanying fact sheet. Work on the final rules will begin following the public comment period, which ends on the later of 31 May 2022 and 30 days following the publication of the proposing release in the Federal Register.

Deals involving SPACs have drawn much attention in recent years due to numerous advantages, including the availability of already-raised capital and a quicker timeline than the standard IPO process. In conjunction with ACC Southern California Chapter, Baker McKenzie partners, Derek Liu, Perrie Weiner, Michelle Heisner and Steve Canner give a primer on de-SPAC transactions as a pathway for private companies to access the public markets, discuss current market trends and some of the regulatory and litigation risks associated with this deal structure.

There is a gold rush in tech M&A and the gold is talent to develop and integrate artificial intelligence (AI) technology. Faced with a shortage in skilled employees, buyers are using “acquihires,” a discreet M&A strategy that oftentimes flies under the news radar, to bolster AI benches.

On October 2, 2020, the Small Business Administration (SBA) published a long-awaited procedural notice that provides further clarity on procedures for changes of ownership of an entity that has received Paycheck Protection Program (PPP) funds. The procedural notice (i) identifies when a change of ownership will be deemed to have occurred, (ii) specifies the reporting obligations of PPP borrowers in connection with such change of ownership, and (iii) provides guidance as to whether the SBA’s prior approval is required. Notably, the procedural notice does not provide any relief to PPP borrowers with change of ownership transactions that were closed prior to October 2, 2020.

A proposal by the US Securities and Exchange Commission to amend the definition of “accredited investor” in Rule 501(a) of Regulation D — one of the categories of investor to which an issuer can offer and sell securities that have not been registered under the US Securities Act of 1933…