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Comments On Proposed Rules For Special Purpose Acquisition Companies, Shell Companies, And Projections, Andrew F. Tuch
Comments On Proposed Rules For Special Purpose Acquisition Companies, Shell Companies, And Projections, Andrew F. Tuch
Scholarship@WashULaw
In March 2022, the Securities and Exchange Commission released proposed rules for special purpose acquisition companies (SPACs), shell companies, and projections. In this comment letter, filed with the SEC, I provide a critical assessment of this proposal.
The SEC proposed far-reaching changes intended to enhance investor protections and align disclosure and liability rules in de-SPACs more closely with those in traditional IPOs. An under-appreciated feature of the proposed reforms is that they would subject de-SPACs to provisions closely modeled on Rule 13e-3 of the Exchange Act, which applies to going-private transactions, including management buyouts. Intended to tackle potential conflicts of …
The Further Erosion Of Investor Protection: Expanded Exemptions, Spac Mergers, And Direct Listings, Andrew F. Tuch, Joel Seligman
The Further Erosion Of Investor Protection: Expanded Exemptions, Spac Mergers, And Direct Listings, Andrew F. Tuch, Joel Seligman
Scholarship@WashULaw
This Article examines the decades-long decline of investor protections enshrined in the Securities Act of 1933, most notably Section 11, which imposes near strict liability on corporate insiders and certain secondary actors, primarily underwriters. The provision, the most potent in the federal securities regulatory arsenal, popularized the concept of outside gatekeepers and transformed practices in securities offerings, making due diligence a byword for careful investigation of facts whether required by legal process or otherwise. The measures required by Section 11 restored confidence in US capital markets in the wake of the Great Depression and have been instrumental in these markets’ …