CEU eTD Collection (2023); Daniil Sobolev: What's Behind the SPAC's Phenomenon: Legal Aspects of an Investment Vehicle Providing Access to the Us Capital Market

CEU Electronic Theses and Dissertations, 2023
Author Daniil Sobolev
Title What's Behind the SPAC's Phenomenon: Legal Aspects of an Investment Vehicle Providing Access to the Us Capital Market
Summary A special purpose acquisition company (SPAC) is one of the paths to become listed on a stock exchange in a short time by avoiding some of the regulatory hurdles connected with initial public offering (IPO) arrangements. This investment vehicle has proven to be quite successful during the market recovery in post-COVID times since it allows companies to raise significant capital. However, as time passed by, there was a sharp growth in the number of lawsuits and fraud charges against SPACs’ sponsors. Considering that the SPACs’ prototypes were notoriously famous for their abusive utilization, it is relevant to investigate the current state of SPACs’ regulation as an investment vehicle and assess its efficiency and legitimacy from the perspective of its advantages, stakeholders’ protection, and latent risks.
Accordingly, this thesis aims to explore and prove that albeit there are aspects of regulation that create an imbalance in ensuring the interests of stakeholders, this cannot constitute a final verdict for SPACs as such, since the value of this instrument for a growing market prevails. The US market is the origin of SPACs, and it represents the frontier for its regulation, therefore, this research will be solely devoted to the laws and regulations of the US. This thesis will cover the relevant provisions of the Penny Stock Reform Act that formed the legal basis for the current version of SPACs, then examine the principles of the Securities Act and the Securities Exchange Act relating to the going public requirements and disclosures. Further, this work will review SEC regulations, pay attention to the relevant rules of the main US Stock Exchanges, and touch upon the Private Securities Litigation Reform Act. Also, the mergers & acquisitions laws are of importance for this research.
Supervisor Tajti, Tibor
Department Legal Studies LLM
Full texthttps://www.etd.ceu.edu/2023/sobolev_daniil.pdf

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