| 英文摘要 |
This article is composed of four parts. The first part introduces various disputes in the SPAC market in the United States, which include: potential conflict of interest between sponsors and investors as well as sponsor’s self-dealings; financial institutions have access to insider information and are able to makeAprofit from hidden fees; and SPACs’ use of financial projections will lead to fraud and misleading disclosure. The second part introduces the SEC’s views on SPACs and the new rules it proposed in 2022. The new rules are focused on strengthening disclosure obligations, aligning the supervision of De-SPACs with traditional IPOs, and regulating target companies’ financial projections. The third part introduces comments and opinions of the industry players, underwriters, law firms and scholars in connection with the new rules. The one being criticized the most is clarification of the “statutory underwriter” definition, that is, underwriters who participated the SPAC’s IPO and other subsequent participants in the following De-SPAC process will be deemed as underwriters of such De-SPAC transaction, and thus will be liable for any untrue or misleading statements made in the disclosure documents. Most critics believe that this rule has gone beyond the SEC’s administrative power and should belong to the legislators. Lastly, the fourth part discusses the possibility of introducing the SPAC mechanism into Taiwan’s capital market. This article addresses three concerns raised by Taiwan’s Financial Supervisory Commission, and discusses if the existing legal regime and/or foreign regulations can help to solve the problems. |
