annavue.blogg.se - D spac transaction

Deem target companies to be co-registrants at the de-SPAC stage.

the fairness of the de-SPAC transaction.” For state law reasons, fairness opinions are common in many merger transactions, but (as the economic analysis acknowledges) they are not standard in de-SPAC transactions. For example, the proposal would require disclosure of whether “an unaffiliated representative” has been retained to either negotiate the de-SPAC transaction or prepare a fairness opinion and would elicit disclosures about “any report, opinion, or appraisal from an outside party relating to. ” While this disclosure requirement technically does not require a SPAC board to hire third parties to conduct analyses and prepare a fairness opinion, the proposed rules clearly contemplate that this is the likely outcome of the new requirement.

Require a SPAC to state whether it “reasonably believes that the de-SPAC transaction and any related financing transaction are fair or unfair to unaffiliated security holders of the.Among other substantive changes to how SPAC transactions are conducted, the proposal would:

The typical SPAC would not meet the proposal’s parameters without significant changes to its operations, economics, and timeline. It imposes a set of substantive burdens that seems designed to damn, diminish, and discourage SPACs because we do not like them, rather than elucidate them so that investors can decide whether they like them. Today’s proposal does more than mandate disclosures that would enhance investor understanding. I could have supported a proposal that was rooted in the Division’s good work and focused on addressing disclosure concerns. In addition to improving disclosures in individual transactions, the staff’s tireless efforts have shed light on ways our rules could be bolstered to generate better disclosures across the board. Over the past two years, the Division of Corporation Finance staff have poured countless hours into reviewing SPAC IPO and de-SPAC transactions. We and others, including our Investor Advisory Committee, have asked whether investors are getting the type of information they need to understand conflicts of interest, sponsor compensation, and dilution. The latest SPAC boom, which began in 2020 and continues today, has generated a number of legitimate disclosure concerns. The proposal does not stop there it also makes a lot of sweeping interpretations of the law that are not limited in effect to the SPAC context. The proposal-rather than simply mandating sensible disclosures around SPACs and de-SPACs, something I would have supported-seems designed to stop SPACs in their tracks. The Commission’s 2022 budget request includes additional resources to address “an unprecedented surge in non-traditional IPOs by special purpose acquisition companies.” If we adopt the rule that we are voting on today, we will not need additional resources to deal with Special Purpose Acquisition Companies (“SPACs”). Thank you, Chair Gensler, Renee, Charles, and Jessica for the presentation.