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SEC Division of Corporation Finance Acting Director John Coates
argued against claims by some practitioners
and commentators that Special Purpose Acquisition Companies
( SPACs ) may face lesser securities law liability in the
context of a de-SPAC transaction than traditional IPOs.
Mr. Coates asserted that the liability risks associated with
disclosures in the de-SPAC transaction (
i.e.,
the second stage business combination transaction in which SPACs
issue equity to target owners) could in some ways be higher than in
conventional IPOs due to the potential conflicts of interest in the