April 27, 2022 Webinar
Register here.

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 SPACs in connection with their 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 partners, John Ablan and Anna Pinedo, will review the SEC’s Proposed Rules and the 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
  • The proposed safe harbor under the Investment Company Act of 1940
  • Underwriter liability
  • Key takeaways and practical considerations