New SEC Rules on SPAC IPOs and De-SPACS: Expanded Liability and Disclosure Requirements, Limited Safe Harbors
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will examine the SEC's new final rules governing special purpose acquisition companies (SPACs), with an emphasis on the rules that would have the most impact on SPAC IPOs and de-SPAC transactions. The panel will highlight the key modifications and changes from the proposed rules, discuss the SEC's rationale behind the new rules, and analyze the rules' impact on SPACs, shell companies, and the use of projections in SEC filings.
Outline
- Overview of the SEC's new rules as they apply to SPAC and de-SPAC transactions
- Notable changes from the proposed rules
- Codification of specialized SPAC disclosure requirements
- de-SPACs vs. IPOs
- Enhanced projections disclosure
- Underwriter liability guidance
- Status of SPACs under ICA: no safe harbor protection required
- Distribution of securities in de-SPAC transactions
- Compliance timeline
- Key takeaways
Benefits
The panel will review these and other key issues:
- What are the new disclosure requirements for SPAC IPOs and de-SPAC transactions?
- How do the new rules align de-SPACs and IPOs?
- What are the additional enhanced disclosure requirements in de-SPAC transactions under the new rules?
Faculty
Tamar Donikyan
Partner
Kirkland & Ellis
Ms. Donikyan represents public and private companies in a range of corporate and securities matters, including initial... | Read More
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.
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Mitchell S. Nussbaum
Co-Chair, Loeb & Loeb LLP
Loeb & Loeb
Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public... | Read More
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.
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Zach Swartz
Partner
Vinson & Elkins
Mr. Swartz’ principal areas of practice are capital markets and securities law, private equity, fund and joint... | Read More
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.
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