On March 30, 2022, in a 3-1 vote, the SEC proposed broad new rules regarding special purpose acquisition companies (SPACs) that would impose additional disclosure and other requirements on initial public offerings (IPOs) by SPACs, and additional disclosures and potential liability for SPACs, SPAC sponsors, target companies, financial advisors and other market participants in business combination transactions involving SPACs (de-SPACs). Though described as an effort to more closely align the procedural and disclosure requirements for de-SPACs with traditional IPOs, the new regulations, if adopted largely “as is,” could significantly alter how SPACs acquire targets or conduct IPOs and will likely increase the cost, risk and complexity of compliance for SPACs and their targets. Many of these changes are likely to have follow-on impacts in current market practices that are beyond the scope of this alert, such as timing and amount of D&O insurance coverage, investment bank engagement letter and underwriting terms, business combination agreement terms and identification of potential SPAC business combination targets.

View this Governance & Securities Alert.