ABOUT Special purpose acquisition companies
Special purpose acquisition companies (“SPACs”) are public shell companies that use their initial public offering (“IPO”) proceeds to complete an initial business combination with a private company within a specific timeframe. Although SPACs have existed since the 1990s, merging into a SPAC has recently become an attractive alternative for private companies in lieu of undertaking traditional IPOs. Today, SPACs have higher quality sponsors, more blue-chip investors, bulge bracket underwriters, and better sponsor-investor alignment structures than in the past.
We invite you to access the below presentations, articles, charts, and other resources as you consider a SPAC transaction.
- SPACs: An Overview (Presentation)
- The De-SPACing Process (Presentation)
- Comparing a Reverse Merger and a SPAC Business Combination (Chart)
- Traditional IPO vs. Merging with a SPAC (Chart)
- What’s the Deal? – Special Purpose Acquisition Companies (Guide)
- Top 10 Practice Tips: PIPE Transactions by SPACs (Lexis Practice Advisor Practice Note)
- Overview of SPAC Process & Public Company Readiness (Chart)
- Staying Nimble in the SPAC PIPE Market (Bloomberg Law Professional Perspective)
- SEC Finally Finalizes the SPAC Rules (Video with Woodruff Sawyer)
Access all blog posts related to SPACs on Free Writings & Perspectives.
mb microtalks
- An Overview of Special Purpose Acquisition Companies. In this microtalk, we provide a brief overview of SPACs.
- PIPE Transactions in Connection with SPAC Business Combinations. In this microtalk, we discuss PIPE transactions consummated by SPACs.
- Special Securities Law Considerations for SPACs & SPAC Transactions. In this microtalk, we discuss special securities law issues concerning SPACs.
- Recent SEC Staff Statements on SPACs. In this microtalk, Anna Pinedo provides an analysis of the SEC Staff’s recent statements relating to special purpose acquisition companies (SPACs) released on March 31, 2021.
Presentations
- SPAC Developments: SEC Amendments to SPAC IPO and de-SPAC Related Rules (produced by PLI)
February 14, 2024 | Materials - The SPAC Lifecycle: Business, Legal, & Accounting Considerations Forum 2023 (produced by PLI)
April 18, 2023 - A Sea Change Set of New Rules: The SEC’s Proposed Rules Applicable to SPACs (produced by PLI)
April 27, 2022 | Materials - The SPAC Series (Part 3): Litigation and Enforcement Developments
March 4, 2022 | Materials - The SPAC Series (Part 2): Converts & Financing Alternatives for De-SPACed Companies
February 22, 2022 | Materials & Recording - The SPAC Series (Part 1): Recent SPAC Developments
February 15, 2022 | Recording & Materials - 2021 US ECM Roundtable: SPACs at a Crossroads (hosted by International Finance Review)
November 17, 2021 | Recording - SPACs: Up, up, and…away?
October 7, 2021 | Materials - Planning Your IPO or SPAC Ahead of Time (hosted by IDBTech & Viola Growth)
August 3, 2021 | Materials - SPACs Under SEC Scrutiny: Mitigating Potential Liability for Offering Participants
May 19, 2021 | Recording - Merging with a SPAC and Preparing for Life as a Public Company
May 18, 2021 | Recording & Materials - SPACs: A Market Update and Securities and Regulatory Overview
April 28, 2021 | Materials - The De-SPACing Transaction
The SPAC Life Cycle: Business, Legal and Accounting Considerations Forum 2021 (produced by PLI)
April 20, 2021 | Materials - Redefining Liquidity Alternatives: IPOs, Direct Listings, and SPACs
NEXUS:ISRAEL Dealmakers Summit (produced by AFHU)
March 23, 2021 | Materials - De-SPACing: Accounting and Securities Law Considerations (co-hosted with EY)
February 25, 2021 | Recording & Materials - De-SPACing: Overview, Special Securities Law and Financial Statement Considerations and Derisking the Process with a PIPE Transaction (produced by PLI)
January 27, 2021 | Materials - Becoming a US Public Company: The New Three-Track Process (produced by IFLR)
December 1, 2020 | Recording & Materials - PIPE & Other Capital Raising Transactions in Connection with De-SPACing (co-hosted with ICR Strategic Communications & Advisory and Stifel)
November 5, 2020 | Recording & Materials - Going Public in the US by Merging into a SPAC: Weighing the Pros and Cons (co-hosted with Herzog Fox & Neeman)
November 2, 2020 | Recording & Materials - An IPO Alternative: Life Sciences Reverse Merger
October 22, 2020 | Recording & Materials - SPAC Offerings, De-SPACing Transactions, and Related PIPE Transactions
SIFMA Annual Meeting 2020
October 19-20, 2020 | Request materials - Interesting Corporate Transactions of the Past Year
Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2020 (produced by PLI)
October 15, 2020 | Recording & Materials - SPACs Boom onto the Market in 2020 as an Alternative to Traditional IPOs
US ECM Roundtable Webinar Series (produced by the International Finance Review)
October 13, 2020 | Recording & Materials
Publications
- SEC Rulemaking Trends to Watch in 2024 (IFLR)
- SEC Adopts Final Rules Relating to SPACs, Shell Companies and Projections
Mayer Brown Legal Update, January 26, 2024 - SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants
Mayer Brown Legal Update, April 4, 2022 - Delaware Court of Chancery Allows deSPAC Litigation to Proceed Applying “Entire Fairness” Standard
Mayer Brown Legal Update, January 7, 2022 - The SEC Pursues Action Against SPAC and Insiders for Misleading Investors
Mayer Brown Legal Update, July 16, 2021