A Sea Change Set of New Rules: The SEC’s Proposed Rules Applicable to SPACs

On March 30, 2022, the US Securities and Exchange Commission (“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’ve 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

During this session hosted by the Practising Law Institute, Mayer Brown partner Anna Pinedo, will 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
• Fairness opinions and the MultiPlan decision
• Alignment of disclosures for de-SPAC transactions with those for traditional IPOs
• Enhanced projections disclosures
• Proposed safe harbor under the Investment Company Act of 1940
• Underwriter liability
• Key takeaways and practical considerations

To learn more, and to register, visit the event website.