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Over the past few years, Special Purpose Acquisition Companies (SPACs), also known as "blank check" companies, have raised significant amounts of capital through the public equity markets. Since January 2007, over $14 billion has been raised through SPAC public offerings. Recent high profile offerings have brought new legitimacy to this market, including Thomas O. Hick's SPAC, Hicks Acquisition Co. I, which raised over $530 million, and Goldman Sachs' underwriting Liberty Lane Acquisition Corp., a $350 million SPAC organized by former Fisher Scientific CEO Paul Montrone.


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On November 15, 2007, the Securities and Exchange Commission (SEC) adopted amendments to Rules 144 and 145 under the Securities Act of 1933 that substantially liberalize the rules governing the resale of securities issued in private transactions or held by affiliates. The amendments shorten the holding periods for restricted securities of public companies, significantly reduce the conditions applicable to sales of restricted securities by non-affiliates, and modify other aspects of the rules. The adopting release, which includes the text of the amendments, is available on the SEC website at http://www.sec.gov/rules/final/2007/33- 8869.pdf. The amendments will be effective for resales of securities occurring on or after February 15, 2008. As discussed at the end of this Client Alert, these changes have important consequences for public and private companies and their stockholders.


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Private equity funds, venture capital funds, hedge funds and their partners will see increased liquidity for their investments from new amendments to Rules 144 and 145 under the Securities Act of 1933 (1933 Act). The changes became effective on February 15, 2008 and apply retroactively.

The final amendments were issued by the Securities and Exchange Commission (SEC) in December. Rule 144 is a safe harbor from registration for resales of securities purchased in private transactions and securities held by affiliates, however acquired. Rule 145 governs resales of securities by affiliates in business combination transactions.


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Applying Transfer Restrictions to Hedge Funds
Our Committee benefits from a significant and active international membership – with numerous members from countries around the world. This edition of Heard on the Listserve focuses on a question posed by Hakki Gedik from Istanbul, Turkey.

Hakki began the discussion on April 16, 2008 with the following question:

"I wanted to seek other members’ guidance on the customary practice, if any, in connection with transfer restrictions that can be reasonably expected to apply to a hedge fund after its investment into a target company."

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During negotiations of a deal in almost all jurisdictions, some of the most extensive work is done by attorneys in drafting and negotiating representations and warranties.

As an attorney, I have been asked many times from sellers: "how much information shall I give to the buyer? " In other words: what representations and warranties to offer.

Italian law does not provide for any specific regulation on this: a seller has no specific obligation to provide minimum representations and warranties or to disclose specific information to a buyer. However, there is a general principle of good faith which may require the seller to disclose all information that a buyer would consider decisive in determining whether to acquire the target. In any case, if the seller provides certain representations, it must disclose any exceptions to such representations; otherwise, the buyer will be entitled to claim indemnity in respect of any breach of the representations.


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A comprehensive overview of Venture Capital industry data and trends for the United States and Europe, organized by industry, by rounds, and by regions and including valuation, liquidity, M&A and IPO statistics and trends.


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A summary review of deal terms, including financing rounds, price change, magnitude of price change (or barometer), liquidation preference, multiple liquidation preferences, participation in liquidation, cumulative dividends, antidilution provisions, pay to play provisions, redemption, and corporate reorganization. For companies headquarted in the San Francisco Bay Area.


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