As SEC Focuses on SPACs, Conflicts Come to the Fore

The SEC released a flurry of statements and guidance about special purpose acquisition companies (SPACs) in the first quarter of 2021, culminating in a statement about the accounting treatment of warrants that, in conjunction with market factors, turned a roaring waterfall of SPAC launches and transactions into a trickle. As most experts expect SPAC activity to pick up again, sponsors involved with or considering SPACs should carefully consider the conflicts and other issues that arise from different SPAC structures in light of the full SEC attention they are garnering. The Private Equity Law Report spoke with Ropes & Gray partners John B. Ayer, Debra K. Lussier, Carl P. Marcellino, Daniel V. McCaughey and Paul D. Tropp about the recent spate of SPAC-focused statements and guidance from the SEC; how conflicts of interest are determined by SPAC structure choices; and how to handle conflicts around the allocation of investment opportunities between a sponsor’s SPAC and its traditional PE funds. See our two-part series on the appeal and pitfalls of SPACs: “Vehicle Mechanics and Related Trends” (Mar. 16, 2021); and “Conflicts of Interest and Obstacles to PE Involvement” (Mar. 23, 2021).

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