A number of Delaware corporations with two or more classes of common stock, especially SPACs (special purpose acquisition companies) that have completed deSPAC transactions, are discovering that they may not have properly approved charter amendments that increased their authorized shares of common stock. In Garfield v. Boxed, Inc. (Del. Ch.

The SEC has proposed rules (Release No. 33-11038) that would require new cybersecurity disclosures. If adopted the rules would codify and build upon the Commission guidance on cybersecurity risks and incidents.

The proposed amendments include:

  • Form 8-K filing regarding material ‎cybersecurity incidents within 4 business days
  • Forms 10-K

As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened  attention from the SEC staff.  SPAC transactions include initial public offerings and