Final SPAC Rules: Notable Omissions, SEC Commissioner Responses and Industry Insights (Part Two of Two)

Two years after issuing proposed rules and amendments (Proposal) relating to IPOs by special purpose acquisition companies (SPACs) and subsequent business combination transactions between SPACs and target companies, the SEC adopted the final version (Final Rules) on January 24, 2024. The Final Rules contain a few notable departures from the Proposal but mostly implement the changes that were originally proposed by the SEC. Although there are no major surprises in the Final Rules, some commentators believe that taken together they are the death knell for SPACs, while others see the certainty they bring as potentially stabilizing the industry. This second article in a two-part series analyzes the impact of two proposed requirements that were omitted from the Final Rules; summarizes the opposing views expressed by SEC Commissioners in their supporting and dissenting statements; and provides high-level analyses and key insights from industry experts on the Final Rules’ impact. The first article provided an overview of the Final Rules that are most relevant to closed-end fund managers, with industry commentary on certain notable provisions. See “As SEC Focuses on SPACs, Conflicts Come to the Fore” (Jun. 15, 2021).

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