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Environment: Alert - August 15, 2008

The Department of Interior and the National Oceanic and Atmospheric Administration published a proposed rule on August 15, 2008, Vol. 73 Fed. Reg. 47868 significantly revising the Section 7 Consultation process under the federal Endangered Species Act (ESA) for the first time since 1986.

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Business and Tax: Alert - August 27, 2008

In a significant, taxpayer-friendly pronouncement, the IRS ruled that a total return swap, the return of which is calculated by reference to a broadly based real estate index, does not give rise to a U.S. real property interest (USRPI) for purposes of Section 897. Rev. Rul. 2008-31 is noteworthy for non-U.S. persons investing synthetically in U.S. real estate related assets for at least two reasons which will be discussed, along with other issues, in this alert.

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Securities & Financial News to Note
Alert - March 24, 2008
 
In this Issue...
NYSE Proposes the Listing of SPACs
 
March 24, 2008
 

On March 6, 2008, the NYSE Euronext proposed a rule change to permit the listing of special purpose acquisition companies (SPACs) on the NYSE, following a recent, similar move by The NASDAQ Stock Market to permit the listing of SPACs on The NASDAQ Stock Market. The NYSE noted that recent changes in deal structure, sponsorship and scale prompted this policy change. SPACs have already successfully listed on the NYSE Euronext’s European markets, such as the Amsterdam market.

SPACs function as capital-raising entities for initial public offerings (IPOs), through which the raised capital is later used to pay for mergers and acquisitions. As proposed, the rule would require SPACs to return the raised capital to investors if the capital was not spent during a certain time period.

In addition, the proposed rule requires that SPACs:

    • have at least $250 million in total market capitalization at the time of initial listing
    • have at least $200 million in public float at the time of initial listing
    • place a minimum of 90 percent of IPO proceeds in a trust
    • undertake a business combination within three years, based upon the favorable vote of a majority of the publicly-held shares, subject to a right of dissenting shareholders to request redemption

http://www.nyse.com/press/1204801796472.html

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