Breakout Session: The Rise of SPACs: Challenges and Opportunities

Although special purpose acquisition vehicles (SPACs) – blank check companies raising funds through IPOs in order to acquire private companies and allow them to go public quickly – have been around for years, the volume and profile of these deals have exploded in the past 18 months. Not surprisingly, the rise in SPAC activity has led to increased regulatory scrutiny and litigation. The SEC is examining the process by which SPACs generate the projections central to their valuation, as well as the accounting for warrants granted to promoters. The private plaintiffs’ bar has also been busy attacking SPAC transactions, and the D&O insurance market has responded with very hard pricing on SPAC transactions. What is driving this interest is SPAC offerings rather than the traditional firm commitment underwriting process? How will the SEC’s engagement change the market? Are there situations in which an already publicly traded company might consider a SPAC transaction rather a spin-off or some other more traditional transaction? How do prospective directors evaluate SPAC board opportunities? What are the liability risks associated with serving on a SPAC board, and what can directors do to limit that exposure? How are directors navigating forecasts, disclosure obligations and conflicts of interest? Finally, how do SPAC directors think about their role after the de-SPAC? This panel will discuss these issues as they relate to the future of SPACs and the challenges, risks, and rewards of serving on a SPAC board.