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Sweeping reforms to the regulation of SPACs announced by the SEC

In brief

On 30 March 2022, the Securities and Exchange Commission (SEC) approved proposed rules relating to special purpose acquisition companies (SPACs) and released an accompanying fact sheet. Work on the final rules will begin following the public comment period, which ends on the later of 31 May 2022 and 30 days following the publication of the proposing release in the Federal Register.


Over the last year, the SEC has signaled that the SPAC market should expect regulatory changes in response to the unprecedented growth in use of SPAC vehicles. Prior to this proposal, guidance from the SEC on the topic has largely focused on disclosure requirements. The proposed rules are notable in that they reach beyond enhanced disclosure and address the following topics:

  • enhanced disclosure requirements, including those related to SPAC sponsors and projections;
  • liability of participants in de-SPAC transactions, including revised registration requirements for de-SPAC transactions, rules expanding when underwriters of SPAC initial public offerings will be deemed underwriters of de-SPAC transactions and the availability of the safe harbor for projections under the Private Securities Litigation Reform Act of 1995; and
  • the status of SPACs under the Investment Company Act of 1940 (“Investment Company Act“).

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Author

Michelle Heisner is a member of the Firm's Global Corporate and Securities Practice Group in New York. Michelle's industry experience includes clients in the energy, telecommunications, financial services, and technology sectors. Earlier in her career, Michelle worked as an M&A attorney at a leading global law firm at its offices in New York, Australia and Washington, DC.

Author

Derek Liu is a partner in Baker McKenzie’s San Francisco office. Derek handles mergers and acquisitions, and other complex corporate transactions, and has signed transactions with an aggregate transaction value of more than USD 100 billion. Prior to joining Baker McKenzie, Derek practiced at two top-tier firms in San Francisco and New York.

Author

Steven Canner is a member of the Firm’s Global Corporate and Securities Practice Group in New York. For over 25 years, he has been counseling clients with respect to cross-border and US domestic mergers, acquisitions, joint ventures, private equity and venture capital transactions, as well as corporate reorganizations. Mr. Canner also focuses his practice on public and private securities offerings and securities laws compliance matters. He acts as outside general counsel to a number of international companies, assisting them with their day to day legal concerns.

Author

Mark Mandel is Co-Chair of the Transactional Practice Group in New York and Miami. Mr. Mandel has been named by Legal 500 as one of the leading lawyers in the US for mergers and acquisitions and recognized by IFLR 1000 for mergers and acquisitions and capital markets. Mark has also been designated a "stand-out lawyer" by Acritas Stars.

Author

Thomas Rice is a member of the Firm's Global Corporate & Securities Practice in the New York office. He focuses his practice on corporate and US securities law and counsels clients in a variety of industries, including publishing and media, financial services, life sciences, real estate and food and food ingredients. Thomas represents multinational corporations in SEC regulatory matters, institutional private placements, investments, cross-border mergers and acquisitions, asset sales, going private transactions and equity offerings. Thomas has served on the Firm's Global Capital Markets Steering Committee.

Author

Carol B. Stubblefield is a member of the Firm’s North American Corporate & Securities Practice Group in the New York office. Ms. Stubblefield regularly represents public companies, issuers and underwriters in connection with public and private offerings of debt and equity securities. Ms. Stubblefield provides general corporate counseling and corporate governance advice. She advises companies on M&A transactions, including complex cross-border acquisitions and divestures. She also advises on pre and post transaction restructuring activities. Carol regularly advises on pro bono matters and is active in the Firm's community service efforts.

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