After a banner year, SPACs could face tougher rules

Following last year’s surge in deals involving so-called “blank cheque” companies, the U.S. Securities and Exchange Commission (SEC) is seeking tougher investor protection and improved disclosure for deals involving these vehicles.

The regulator proposed new rules for transactions involving special purpose acquisition companies (SPACs) that aim to address long-standing investor protection concerns with both initial public offerings by SPACs, and subsequent acquisition transactions.

Among other things, the proposals would require new disclosures about SPAC sponsors, conflicts of interest, and possible dilution.

They also would require disclosure about the fairness of transactions between SPACs and private companies, and they would tighten the requirements on financial projections made by SPACs and their target companies.

The proposed rules aim to level the playing field between SPAC offerings and traditional IPOs by more closely aligning their disclosure requirements.

“For traditional IPOs, Congress gave the SEC certain tools, which I generally see as falling into three buckets: disclosure; standards for marketing practices; and gatekeeper and issuer obligations. Today’s proposal would help ensure that these tools are applied to SPACs,” SEC chair Gary Gensler said in a release.

“Functionally, the SPAC target IPO is being used as an alternative means to conduct an IPO. Thus, investors deserve the protections they receive from traditional IPOs, with respect to information asymmetries, fraud, and conflicts, and when it comes to disclosure, marketing practices, gatekeepers, and issuers,” he added.

The proposals are now out for a 60-day public comment period.

James Langton

James is a senior reporter for Advisor.ca and its sister publication, Investment Executive. He has been reporting on regulation, securities law, industry news and more since 1994.