Loeb & Loeb is widely recognized as a leader in representing issuers and underwriters in initial and secondary public offerings. We are also innovators. Our teams have pioneered alternative public offering structures such as innovated public acquisition company (IPACSM) offerings, special purpose acquisition company (SPAC) offerings and reverse mergers. We worked on some of the earliest deals on Wall Street and have helped numerous companies grow through these types of investment vehicles. We also paved the way for some of the first private Chinese companies to be listed on U.S. stock exchanges.
Loeb & Loeb’s capital markets team developed the groundbreaking IPAC structure, which is designed to operate like a SPAC but offers increased flexibility on pricing and deal structure and allows for a more rapid transaction cycle by permitting a business combination to be consummated prior to SEC review. By breaking the regulatory process into two parts, IPACs allow promoters and target companies to close a transaction in weeks instead of months. We spent more than six months working with the SEC to ensure that the IPAC structure would be legally permissible and closed the first IPAC offering in 2011 and the first IPAC business combination in 2013.
Our attorneys have also been at the forefront of SPAC transactions, representing both issuers and underwriters in innovative deals that have contributed to their structural evolution. For example, we completed the first SPAC liquidation for China Mineral Acquisition Corp. and obtained a pivotal extension of time with the SEC for Great Wall Acquisition Corp. Our attorneys frequently speak at industry events on the latest SPAC deal structures and serve as resources for the media that cover the securities market and trends.
Other accomplishments include:
- Gaining SEC acceptance of Loeb’s position that once a SPAC’s status became that of a “foreign private issuer,” the SEC should no longer review the preliminary proxy materials for Shanghai Century Acquisition Corp.
- Creating the first “dividend yield” SPAC in existence for Seanergy Maritime Corp.
- Designing and completing the first sponsor private placement for Star Maritime Acquisition Corp.
Reverse mergers are also a part of our corporate and capital markets practice. We have helped numerous clients effect reverse mergers as an alternative to a traditional IPO. In one noteworthy example, we represented American Oriental Bioengineering in a reverse merger, after which it became the first Chinese company to be traded on the New York Stock Exchange.
We represent a diverse and growing clientele of issuers in a diverse range of industries, including technology, healthcare and life sciences, energy, media and advertising.
Our corporate and capital markets attorneys collaborate with their colleagues from other departments and practice groups—including intellectual property; tax; corporate governance, compliance, due diligence and investigative services; and labor and employment—to meet our clients’ various needs, including successfully meeting the important challenges and obligations associated with being a public company.
