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Special Purpose Acquisition Companies (SPACs)

Morgan Lewis’s lawyers have advised clients on special purpose acquisition company (SPAC) transactions since the SPAC market developed and have handled high-profile, complex transactions across a wide range of industries as SPACs have grown in popularity. Our team optimizes deal outcomes for our clients by leveraging the skills of our colleagues across our global platform who have deep knowledge of the SPAC arena as it relates to securities, mergers and acquisitions, tax, and other matters, including initial public offerings (representing both SPACs and underwriters) and business combinations (representing SPACs, sponsors, and target businesses).

We have a command of current SPAC structures and their developing iterations, including the associated strengths and weaknesses as deals play out. Our team counsels on all aspects of the SPAC process, including initial formation; agreements with sponsors; initial and ongoing securities compliance, including financial statement and listing requirements; M&A advice on the initial business combination, including on the buy- or sell-side for strategic and financial players; and in connection with renegotiated deal terms resulting from the COVID-19 crisis and related financing, including private investment in public equity (PIPE) investments, both third-party and sponsor/strategic financing, and debt financing.

Our team has keen insight into the SPAC market and the developments shaping its legal and regulatory landscape. Our capabilities include:

  • SPACs structures
  • Registration statements
  • US Securities and Exchange Commission reporting
  • Rule 144
  • NASDAQ and NYSE listing rules
  • Structuring business combinations
  • Trust accounts and expenses
  • Proxy statements
  • Shareholder approvals and redemptions
  • Liquidation 
  • Tax issues