Bulletin

Volume 40

Bulletin

The SPAC Trap: How SPACs Disable Indirect Investor Protection

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This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. Introduction A remarkable fact about modern U.S. securities markets is that most public securities can be safely bought and held by investors who […]

Bulletin

Economic Substance in SPAC Regulation

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This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. Introduction This Essay lays out an economic substance approach to regulating special purpose acquisition companies (SPACs) as sales of stock for cash. The […]

Bulletin

Disclosure’s Limits

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This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. The U.S. Securities and Exchange Committee’s (SEC) proposed reforms of how it regulates special purpose acquisition companies (SPACs) lean heavily on the most […]

Bulletin

Net Cash Per Share: The Key to Disclosing SPAC Dilution

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This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. Introduction The Securities and Exchange Commission (SEC) has recently proposed regulations that would address a wide range of issues governing special purpose acquisition […]

Bulletin

How SPACs Made Old Things Old Again

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When the SPAC boom began in the summer of 2020, a common way to explain the phenomenon was to say that SPACs were something new. SPACs raised $83 billion in 2020—nearly double the total raised in the previous ten years—and another $97 billion in just the first three months of 2021. They spread so rapidly […]

Bulletin

A Better Guard for the Henhouse: Should Creditors’ Committees Control Estate Litigation?

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Introduction In October 2021, Senator Elizabeth Warren and several cosponsors introduced a revised version of the Stop Wall Street Looting Act. First introduced in 2019, the proposed legislation targets a range of perceived abuses by private equity firms ranging from the carried interest tax “loophole” to the lack of risk-retention requirements for securitized debt. Among […]