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Mayer Brown lawyers advise on structuring special purpose acquisition company, or SPAC, transactions, as well as advising companies considering or effecting mergers with and into SPACs, and advising in connection with disclosure requirements, as well as backstop arrangements and PIPE transactions and other financings necessary to facilitate completion of SPAC mergers.

Our lawyers counsel clients in connection with addressing tax issues, negotiating letters of intent with SPACs, drafting or negotiating the merger and ancillary agreements for the de-SPACing transaction, and drafting SEC filings and disclosures. We assist in the preparation of proxy materials, and advise on other shareholder approval and stock exchange issues as they emerge.

Our capital markets, private equity, M&A and tax teams work together to assist with:

  • SPAC structuring
  • Proxy statement and filing requirements in connection with a SPAC merger
  • Financing arrangements, including private placements, to facilitate SPAC mergers
  • Exchange listing rules
  • Redemptions and repurchases in connection with SPAC mergers
  • SEC reporting requirements subsequent to a SPAC merger
  • Special rules applicable to SPACs and former SPACs under US securities laws, including the application of Rule 144
  • For target companies: IPO readiness assessments, corporate governance and related materials
  • Tax considerations and issues