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Overview
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. The Proposed Rules, if adopted, would represent a sea change in the treatment of SPACs by the SEC. If the Proposed Rules were to be adopted in the form in which they have been put forward, it is also worth noting that they reflect a number of fundamental changes to basic principles of securities liability that extend in their application beyond SPACs and de-SPACs.
Join Mayer Brown LLP Partners John R. Ablan and Anna T. Pinedo as they review the SEC’s Proposal and its implications for market participants. Specifically, they will discuss:
- Conflicts of interest, dilution and fairness disclosures in connection with SPAC transactions (7 minutes)
- Fairness opinions and the MultiPlan decision (8 minutes)
- Alignment of disclosures for de-SPAC transactions with those for traditional IPOs (10 minutes)
- Enhanced projections disclosures (5 minutes)
- Proposed safe harbor under the Investment Company Act of 1940 (10 minutes)
- Underwriter liability (10 minutes)
- Key takeaways and practical considerations (10 minutes)
Program Level: Update
Intended Audience: Attorneys, bankers, issuers and accountants who deal with SPACs, IPOs, and M&A, including those involved in the preparation or review of financial statements, partners of public accounting firms and their staff, lawyers and corporate legal staff, investor relations professionals and audit committee members
Prerequisites: None
Advanced Preparation: None