Thing One:  SEC Commissioner Mark Uyeda recently posted this dissent regarding an SEC enforcement action against Cantor Fitzgerald. The action accused Cantor Fitzgerald of taking SPACs public while already having begun to have substantive negotiations with potential merger targets.  Commissioner Uyeda argues that in the context of SPACs – which are designed to merge with someone eventually – preliminary negotiations with targets should not be considered material until they are close to reaching binding contract.

John Jenkins at Deal Lawyers Blog points out Uyeda’s views may be more representative of what we can expect from the incoming administration.  And I particularly note as much because (as Uyeda mentions) the SEC settled an enforcement action against Digital World Acquisition Corp. for failing to disclose discussions with Trump Media before the DWAC IPO. 

Notably, the case against Patrick Orlando, the former DWAC CEO, was filed last year and continues to be litigated. 

Thing Two: I was fascinated by this Bloomberg story about ATIC, the main insurance company for taxis/rideshares in New York, which recently was declared insolvent. (Anyone who teaches Walkovsky v. Carlton can’t help but be interested in NYC taxi insurance regulation.)

Anyway, the main takeaway is that ATIC was, functionally, a Ponzi scheme – its reserves were always insufficient, so claims were paid out of premiums paid by other drivers – which meant, among other things, that ATIC’s low rates drove others out of the market, and also that ATIC (like all Ponzi schemes) depended on a growing customer base.  So, it benefitted when Uber and Lyft entered the market, and then stalled out when NY capped the number of new vehicle licenses.  But most astonishingly, politicians and regulators have known about ATIC’s finances for literally decades, and failed to act – even to the point where the state insurance department simply failed to publish required examinations.

Thing Three:  Not a corporate case, but a heartbreaking Delaware case. Chancellor McCormick regretfully denies a request for a TRO to allow a plaintiff access to the remains of his beloved horse: “There is no doubt that Mr. Marckese would dig up that entire acre himself, given access and a shovel.”