On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). The proposed rules cover a wide range of topics, including expanding underwriter liability for disclosures in connection with De-SPAC transactions, target company and officer and director liability for such disclosures and expanding and revising disclosure requirements applicable to SPAC IPOs and de-SPAC transactions.
Read Vinson & Elkins’ comment letter to the SEC regarding the proposed rules, submitted yesterday, in which we applaud the SEC’s attempt to improve disclosure, address how we believe certain of the Proposed Rules fail to consider the structural and legal differences between de-SPAC transactions and IPOs and suggest changes to the Proposed Rules.
