Proposed SEC Rules Related to SPAC IPOs and SPAC Business Combinations
Expanded Liability and Disclosure Requirements, Projections, Fairness, and Investment Company Act Safe Harbor
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Wednesday, July 13, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will examine recently proposed SEC rules affecting special purpose acquisition companies (SPACs), with an emphasis on the proposed rules that would have the most impact on SPAC IPOs and de-SPAC transactions. The panel will discuss the SEC's rationale for certain of the proposed changes, as well as their potential implications for SPAC sponsors and de-SPAC transactions.
Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public offerings, follow-on public offerings, shelf takedowns, registered direct placements, PIPEs and other private placements (144A, Reg D, Reg A, Reg S, etc.). He also regularly represents public companies regarding their SEC and NYSE or Nasdaq listing compliance and has acted as outside general counsel, including corporate, securities, M&A litigation and business counseling, to hundreds of private and public companies as well as their officers and directors. Mr. Nussbaum’s also negotiates and documents acquisitions, mergers, going-private transactions, reverse mergers, proxy contests, tender offers, control contests, fund formations and secured lending financings and has represented issuers and underwriters in more than 100 SPAC public offerings and business combinations. He was responsible for developing the groundbreaking IPAC, which features many of the benefits of the SPAC, but offers increased flexibility on pricing and deal structure, along with a more rapid transaction cycle.
Mr. Swartz’ principal areas of practice are capital markets and securities law, private equity, fund and joint venture formation, mergers and acquisitions, and corporate governance matters. He has particular experience advising on corporate and securities transactions involving equity and mortgage real estate investment trusts (REITs) and special purpose acquisition companies (SPACs). Mr. Swartz also regularly provides general corporate, reporting, disclosure, compliance, securities, and corporate governance advice to private and public company clients.
Ms. Donikyan represents public and private companies in a range of corporate and securities matters, including initial and follow-up public offerings, mergers and acquisitions, SEC reporting and compliance, and corporate governance matters. She also has an active practice representing SPACs in their IPOs and in their business combination transactions, as well as in PIPE transactions concurrent to the closing of a SPAC business combination.
On Mar. 30, 2022, the SEC released proposed rules related to SPACs covering a wide range of topics, including expanding underwriter liability for disclosures in connection with de-SPAC transactions, target company and officer and director liability for such disclosures, and expanding and revising disclosure requirements applicable to SPAC IPOs and de-SPAC transactions.
The proposed rules would also:
- make SPACs ineligible for the safe harbor from liability for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 (PSLRA);
- mandate specific disclosures related to financial projections presented in connection with de-SPAC transactions;
- require disclosure as to whether a SPAC reasonably believes that a de-SPAC transaction and any related financing are fair or unfair to unaffiliated security holders of the SPAC; and
- establish a safe harbor from Investment Company Act status for SPACs so long as certain conditions are met.
The proposed rules would also make certain technical changes, which should not substantively change the way SPACs, target companies, and other SPAC market participants operate; and conforming changes, where the SEC is proposing to codify its existing positions or guidance or codify what is existing practice by market participants.
Listen as our authoritative panel discusses these and other significant changes to the securities laws affecting SPAC offerings and mergers.
- The current regulatory landscape and liability regime applicable to de-SPAC transactions
- Existing SEC positions and market practice
- Notable litigation and enforcement actions
- New proposed rules for SPACs
- Underwriter liability for disclosures in connection with de-SPAC transactions
- Target company and officer and director liability for disclosures in connection with de-SPAC transactions
- Enhanced disclosure requirements: conflicts of interest, fairness, dilution, and redemption
- Proposed disclosure requirements related to financial projections
- Proposed fairness disclosure
- Proposed safe harbor from Investment Company Act status for SPACs
The panel will review these and other important topics:
- How would the proposed expansion of underwriter liability for disclosures in connection with de-SPAC transactions impact SPACs, SPAC IPOs, and de-SPAC transactions?
- What steps should parties to a de-SPAC transaction take in light of the SEC's proposal to make SPACs ineligible for the safe harbor from liability for forward-looking statements provided by the PSLRA?
- What are the enhanced disclosure requirements that the SEC has proposed that would apply to financial projections presented in connection with de-SPAC transactions?
- What are the implications of the proposed requirement to disclose whether a SPAC reasonably believes that a de-SPAC transaction and any related financing are fair or unfair to unaffiliated security holders of the SPAC?
- What are the conditions of the proposed safe harbor from investment company act status for SPACs?
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