PLI Webinar: The SPAC Life Cycle: Business, Legal and Accounting Considerations Forum 2021

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    Virtual Event

    We are proud to be participating in the Practising Law Institute’s (PLI) one-day program, “The SPAC Life Cycle: Business, Legal and Accounting Considerations Forum 2021.” This program provides a comprehensive examination of special purpose acquisition companies (SPACs) and the various business, legal, SEC reporting and accounting considerations that must be addressed in each phase of the SPAC’s finite, but fast-paced and complex life cycle.

    The discussion will begin with how SPAC transactions are used as a vehicle for private companies to raise capital and become publicly traded. The pros and cons of a SPAC transaction versus a traditional IPO will be reviewed. The discussion will then proceed through the life cycle of a SPAC, starting with the SPAC’s sponsors and their formation of the SPAC legal entity, which is essentially a shell corporation with no operations, through the SEC registration process where the shell corporation becomes a public company in an IPO transaction that then searches for a private company acquisition target, resulting in the acquisition target becoming the publicly traded company.

    Partner Charlotte Westfall will be participating as a presenter for two of the day’s segments covering the topics noted below:

    The SPAC IPO Process

    • Overview of the IPO process for a SPAC
    • Unique characteristics of the SPAC IPO
    • SEC registration considerations
    • Underwriter arrangements
    • Accounting issues in the IPO
    • Special disclosures, including details of the sponsor’s interests
    • Trust arrangements for IPO proceeds

    The De-SPACing Transaction

    • Proxy and shareholder vote considerations
    • Raising additional capital
    • SEC reporting and accounting considerations – reverse merger transactions
    • Market communications during the de-SPACing process
    • Financial statement requirements of the target company
    • Auditor requirements
    • The “Super Form 8-K”
    • Timing and details
    • Examples

    Other panelists will address the related legal, accounting and SEC reporting challenges in each phase of this unique transaction life cycle. They include:

    • George M. Wilson, SEC Institute, a Division of PLI
    • Karim Anani, Ernst & Young LLP
    • Edward S. Best, Mayer Brown LLP
    • Adam L. Brown, BDO USA, LLP
    • Joseph Fede, Withum
    • Michael Oates, Withum
    • Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP
    • Robert Trinchetto, BDO USA, LLP

    For more information about the program, and to register, please visit the event webpage.