On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions.  The new rules will become effective 125 days after publication in the Federal Register and will apply to transactions that are ongoing at that time, even if they commenced prior to the effective date. SPACs that may still be ongoing on the effective date, or any party considering a new SPAC transaction, should consider the impact of the new rules, which may raise a number of interpretive questions.  

Among other things, the new rules will:

  1. require additional disclosures about SPAC sponsor compensation, conflicts of interest, dilution and the target company;
  2. require target companies in the de-SPAC transaction to be designated as co-registrants with the SPAC, subjecting the target company to liability for disclosures in the registration statement; 
  3. deem that any business combination transaction involving a reporting shell company, including a SPAC, will involve a sale of securities to the reporting shell company’s shareholders for purposes of the Securities Act;
  4. exclude financial projections provided in a de-SPAC transaction from liability protection under the Private Securities Litigation Reform Act of 1995 (PSLRA), require disclosure of material assumptions and potentially other factor’s underlying projections;
  5. require disclosure of any legally required determination by the board of directors in a de-SPAC transaction whether the transaction is advisable and in the best interests of shareholders and any outside report, opinion, or appraisal received that materially relates to the de-SPAC transaction; and
  6. mandate a 20-calendar-day minimum dissemination period for prospectuses and proxy and information statements filed for de-SPAC transactions.

Although the agency dropped proposed rules that had been the subject of criticism on the underwriter status of participants in the de-SPAC and on the investment company status of SPACs, it provided new guidance largely supporting its relatively extensive views on the relevance of those regulatory regimes. 

The SEC’s adoption of these rules follows a significant drop in the number of SPAC transactions from their height in 2021, as well as multiple sets of SEC guidance on SPAC transactions addressing many of the same issues as the new rules. 

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Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies…

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies, hedge funds and family offices, and market intermediaries and other financial institutions on a wide range of transactional and securities regulatory compliance matters including:

  • Equity investments and dispositions in public and private companies
  • Public company registration, disclosures and preparation of periodic reports
  • Tender offers, equity lines, proxy contests, SPACs, and other highly regulated transactions
  • Regulation M, Regulation SHO, Forms 13F and 13H, insider trading and other trading issues
  • Corporate governance and stock exchange listing standards
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Regulation of financial intermediaries, including trading of public and private equity, and complex and novel trading structures
  • Advocating with the SEC on behalf of a market intermediary related to back-office processing matters.

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

Prior to joining the Firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.

Photo of Louis Rambo Louis Rambo

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and…

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and shareholder activism. Prior to joining the Firm, Louis served as an attorney in the Division of Corporation Finance with the Securities and Exchange Commission.

Photo of Peter Castellon Peter Castellon

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer…

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer of several committees, including the IBA Capital Markets Forum, the International Securities Matters Subcommittee of the ABA Committee on the Federal Regulation of Securities and the ABA International Securities & Capital Markets Committee.

Peter has written several articles on securities law topics, including the following:

  • US Private Placements: When Rule 144A is unavailable, PLC, July, 2015.
  • SAS 72 letters: Seeking comfort, PLC, May, 2013.

  • Another way in, IFLR, March, 2012.

Before joining Proskauer, Peter was Deputy General Counsel for Citi and advised the Equity Capital Markets Division and Investment Banking Division. While at Citi, Peter worked on most of Citi’s ECM transactions in Europe, the Middle East and Africa.

Photo of Steven R. Burwell Steven R. Burwell

With over 20 years of experience advising on and executing capital markets transactions, Steve Burwell focuses on corporate and securities law matters and public company representation across all industries, including, but not limited to, financial services, healthcare and life sciences.

Steve offers clients…

With over 20 years of experience advising on and executing capital markets transactions, Steve Burwell focuses on corporate and securities law matters and public company representation across all industries, including, but not limited to, financial services, healthcare and life sciences.

Steve offers clients extensive experience within the banking industry that makes him uniquely positioned to counsel issuers and underwriters on a wide array of debt and equity capital markets transactions. Steve has enjoyed a significant and lengthy career at Deutsche Bank, holding various legal positions within the organization. His most recent role was that of Managing Director and Associate General Counsel, Head of Corporate Finance/Global Capital Markets Legal in the Americas.

In addition to his tenure at Deutsche Bank, Steve has practiced in the New York offices of major international law firms, where he focused on corporate and securities law.

Steve has worked on numerous cross-border transactions for European, Asian and Latin American issuer clients selling securities in the U.S. Within the equity capital markets space, he has done initial public offerings, follow-on offerings, secondary offerings, block trades, Rule 144 sales, private placements, registered directs, Private Investments in Public Equities (PIPEs), convertible bond/preferred offerings and special purpose acquisition company (SPAC) transactions.

Steve previously served on the board of the non-profit Farm & Wilderness Foundation, which provides summer camps and programs focused on social justice and environmental sustainability for children and teens, and also previously served on the board of non-profit Brooklyn Friends School, a college preparatory Quaker school that supports a culturally-diverse educational community from preschool through 12th grade.