概要

Mayer Brown lawyers advise on structuring special purpose acquisition company, or SPAC, transactions, as well as advising companies considering or effecting mergers with and into SPACs, and advising in connection with disclosure requirements, as well as backstop arrangements and PIPE transactions and other financings necessary to facilitate completion of SPAC mergers.

Our lawyers counsel clients in connection with addressing tax issues, negotiating letters of intent with SPACs, drafting or negotiating the merger and ancillary agreements for the de-SPACing transaction, and drafting SEC filings and disclosures. We assist in the preparation of proxy materials, and advise on other shareholder approval and stock exchange issues as they emerge.

Our Capital Markets, Private Equity, Mergers & Acquisitions, Public Companies & Corporate Governance and Tax practices work together to assist with:

SPAC structuring
Proxy statement and filing requirements in connection with a SPAC merger
Financing arrangements, including private placements, to facilitate SPAC mergers
Exchange listing rules
Redemptions and repurchases in connection with SPAC mergers
SEC reporting requirements subsequent to a SPAC merger
Special rules applicable to SPACs and former SPACs under US securities laws, including the application of Rule 144
For target companies: IPO readiness assessments, corporate governance and related materials
Tax considerations and issues