October 26, 2021

Volume XI, Number 299

Advertisement
Advertisement

October 26, 2021

Subscribe to Latest Legal News and Analysis

October 25, 2021

Subscribe to Latest Legal News and Analysis

SPACS And Tonopah

Yesterday, John Jenkins writing for DealLawyers.com noted that 49 law firms had signed on to a statement that special purpose acquisition companies (SPACs) are not investment companies subject to registration under the Investment Company Act of 1940.   The question of whether SPACS are or are not unregistered investment companies has arisen due to recent lawsuits filed by Professors Robert Jackson (NYU) and John Morley (Yale).   Professor Jackson served as an SEC Commissioner from 2017 to 2020.  This hullabaloo reminded me, of course, of Tonopah, Nevada.   Why? Because the courts and the SEC often look to the four "Tonopah" factors in determining whether an issuer is "primarily engaged" in a non-investment company business.  See  In the matter of The Tonopah Mining Company of Nevada, 1947 SEC LEXIS 321.

I also think of Tonopah as it is one of my favorite rural Nevada towns and often the jumping off point for my hiking trips in the central Nevada mountains.  For more on the relationship of the town of Tonopah to the Investment Company Act, see this post from earlier this year.

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 243
Advertisement
Advertisement
Advertisement
Advertisement
Advertisement
Advertisement

About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
Advertisement
Advertisement
Advertisement