Deals, Insight, Guidance

SPACtivity

A repository of market insight and our guidance for businesses focused on the popular alternative to a traditional IPO: special purpose acquisition company (SPAC) merger.

Insight

Did the Inflation Reduction Act Create a
SPAC Tax?

SEC’s Small Business Capital Formation Advisory Committee Discusses Climate Disclosure and SPAC Proposals

Is the SEC process for SPAC registration statements Kafkaesque?

The Other SPAC Boom: Lawsuits Against Sponsors Surge as Deals Fizzle

Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review

Gensler on SPACs: Treat Like Cases Alike

SEC’s More SPAC Restatements on the Way?

SEC’s Investor Advisory Committee to Consider Recommendations Regarding SPACs

Are SPACs Really “Investment Companies”?

UK’s SPAC Market Rouses From its Slumber

SEC Charges Misleading Claims and Inadequate Due Diligence in SPAC Transaction

An M&A Talent Bubble Is Forming. What Happens When it Pops?

The Deal Professor Speaks Up for SPACs

The House Hears About SPACs

UK’s FCA Consults on Proposed Changes to the Listing Rules Relating to SPACs

2 Firms Edge Out Peers as IPO Market Endures SPAC Slump

A Reckoning for SPACs: Will Regulators Deflate the Boom?

Is the SEC Considering Guidance on SPAC Projections?

SPAC Enforcement Risks Increase with Enhanced SEC Scrutiny

Staff Posts Guidance on Accounting for Warrants Issued in SPAC Transactions

Corp Fin and OCA Have Advice Regarding SPACs

Acting Corp Fin Director Coates Speaks on SPACs

Corp Fin Issues Disclosure Guidance on SPACs

SPAC Trend Gives Rise to Securities Enforcement and Litigation Risks

After a Wild Year, SPACs Are Growing Up

Highlights from Cooley’s M&A Dealmakers Roundtable: SPACs!

SPAC Transactions – Considerations for Target-Company CFOs

10 Key Considerations for Going Public With a SPAC

Recent Cooley transactions

Programs

Past

2022 TechGC SPAC & Direct Listing Virtual Conference
February 17, 2022 – Cooley was a proud sponsor of the 2022 TechGC SPAC & Direct Listing Virtual Conference which consisted of a two-day event tackling the novel issues being decided by GCs as they take their companies public via a SPAC or DL.

The New Landscape of Going Public
August 18, 2021 – Cooley partner Dave Peinsipp joined Axios for a virtual launch event for the newest Get Smart series, which digs into the details of how and why companies go public, and recent related trends.

SPAC Litigation Update
July 8, 2021 – Cooley partner Shannon Eagan spoke on a panel that discussed the types of lawsuits that are hitting SPACs, as well as how you can best position your company to avoid, or at least mitigate, this litigation.

SPACs: State of the Current Market + Enforcement Trends
June 22, 2021 – Partners John McKenna and Luke Cadigan joined PwC to discuss SPACs, tax, audit, legal, and other relevant topics for finance and legal professionals at venture capital and private equity funds.

Behind the Scenes of the 2021 IPO & SPAC Boom
May 4 & 11, 2021 – Cooley, DFIN, PwC, Nasdaq and The Blueshirt Group collaborated for this two-part webinar series. They discussed the latest insights from leaders who have successfully completed recent IPOs or SPAC mergers and the current capital-raising environment, market trends and the level of preparation necessary for going public and acting as a public company.

PwC Southwest IPO/SPAC Readiness Seminar
April 20, 2021 – Tom Hopkins and PWC took part in a panel that addressed the novel challenges of capital raising during a pandemic and what your team can do to be prepared for when your time is right with advice on navigating IPOs or pursued alternative liquidity strategies, including direct listings, SPACs, secondary transactions and M&A.

The Tech M&A Bounceback
March 31, 2021 – Axios + Jamie Leigh, Cooley Partner and M&A Co-Chair, held a virtual event on new deal-making in tech M&A. They discussed the future of the market and how innovative teams are getting things done.
View recorded webinar

Un-packing SPACs: Risks, Rewards and Everything in Between
March 4, 2021 – Cooley partner Matthew Browne participated on a panel that discussed many SPAC-related topics, mostly involving the SPAC path to public for private companies.

TechGC SPAC & Direct Listing Virtual Forum
February 2–4, 2021 – Cooley partners Dave Peinsipp and Garth Osterman led a panel on how to approach SPACs strategically including evaluating which structure to use, understanding economics/dilution and how to execute on these transactions.

Pacific Southwest Region SPAC / IPO Roundtable
November 12, 2020 – Cooley partners Dave Peinsipp and Sean Clayton talked with Deloitte, Nasdaq and an investment banker well-versed in the IPO and SPAC processes and shared insights on the next normal.

Cell & Gene Meeting on the Mesa
October 12–16, 2020 – The sector’s foremost annual conference brought together senior executives and top decision-makers in the industry to advance cutting-edge research into cures.

Dealmakers Roundtable: SPACs!
September 24, 2020 – A high-level overview of the structure, key considerations, reasons SPACs are so popular and discussion on the key question of how to decide between a SPAC vs. direct listing vs. traditional IPO.
View recorded webinar

Bay Area IPO Readiness Workshop
September 17, 2020 – A panel featuring leaders well-versed in the IPO, direct listing and SPAC processes shared their insights on the next normal.

The 2020 IPO Comeback Series: Alternative Liquidity Strategies: SPACs, Direct Listings
September 1, 2020 – Part two of the PWC hosted 2020 IPO Comeback Series discussed the novel challenges of capital raising during a pandemic.

SPAC resources

Muddy Waters, MultiPlan Tussle Over SPAC Deal The (Deal)

SPAC Market Shows Signs of Bubble (The Deal)

SPAC Insider

SPAC Attack: Everything a Founder or Investor Should Know (John Luttig)

Almost Everything You Need to Know About SPACs (TechCrunch)

Here’s How SPACs Work and Why They’re so Popular (Bloomberg)