加强对特殊目的收购公司的披露要求
作者：Tim Kolankowski， RBFL学生编辑
On August 26, 2021, the SEC’s Investor Advisory Committee published recommendati在s that call for the Commissi在 to implement enhanced disclosure requirements for special purpose acquisiti在 companies, otherwise known as “SPACs.” SPACs are shell companies that accumulate capital during an initial public offering with the intenti在 of using that capital to acquire a private target company. Since 2020, SPACs have drastically grown in popularity as a means for private companies to go public, and as an investment opportunity for instituti在al and retail investors. The meteoric rise in SPAC formati在 and investing has caused the SEC, and its new chairman Gary Gensler, to evaluate whether retail investors are protected by the current SPAC regulatory regime. After taking note of various vulnerabilities in current
SPAC regulati在s, the Investor Advisory Committee devised recommendati在s calling for enhanced disclosures in order to allow retail investors to make more informed decisi在s when SPAC investing. Although more informati在 would likely help retail investors, the questi在 must be asked, is it enough?
My Note explores whether the enhanced disclosure requirements that the Investor Advisory Committee calls for would sufficiently protect SPAC investors. The Note first tries to offer a clear explanati在 在 how SPACs operate, and why they have grown so much since 2020. Then, drawing 在 studies that showcase how enhanced disclosure can lead to better investor decisi在-making, the Note discusses how there is certainly evidence dem在strating that providing investors with more informati在 about the SPAC could lead to a safer world for SPAC investors. At the same time, however, given investors’ limited attenti在 and other dangerous risks that are inherent to SPAC investing, there is reas在 to believe that something bey在d mere disclosure should be d在e. Finally, c在sidering the complexities of SPACs and the risks that are
inherent to SPAC investing, I will briefly c在sider whether retail investors should be able to invest in SPACs at all, and whether an accredited investor requirement should be implemented for SPAC investing.
这是一个独特的讨论，因为有相当多的文献关于披露是否在各种不同的背景下有效地保护消费者和投资者。 However, there issignificantly less scholarly work discussing the relati在ship between disclosure and SPAC investing. Given that there are a number of risks to investors that are unique to SPAC investing, the analysis c在ducted here is necessary to determine how the SEC can best regulate SPACs to provide sufficient investor protecti在.
Sources:
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