Brooklyn Journal of Corporate, Financial & Commercial Law

First Page



If the capital markets described the year 2020 in a few words, it would certainly be Special Purpose Acquisition Company (SPACs), which - although to a different extent - are now gaining momentum on both shores of the pond. While, in the United States, SPACs are really enjoying a new lease on life due to the pandemic, the outlook seems positive in Europe too, although data are not comparable to those registered across the Atlantic. This article focuses on SPACs in the United States prior to the COVID-19 pandemic (between January 2010 and December 2019), in order to understand their structural changes over the years and the grounds for their recent resurgence. First, the article aims to identify the length and profitability of such an investment phenomenon and also understand the behavior of institutional investors in this context. Second, the article analyzes the possible investment shifts in the sector of SPACs, driven by the 2020 post-COVID bubble, relying on data retrieved from different providers and players, and specifically focusing on three main concerns: the increasing litigation phenomenon, the (resulting) increase in Directors and Officers (D&O) insurance costs, and the engagement of Private Investment in Public Equities (PIPEs) as guarantors of the soundness and of the successful outcome of the transaction. The results of this analysis may lead to several considerations and wide-ranging policy implications. But most importantly, they reasonably prompt the belief that U.S. SPACs will hold a foreground role in the near future, not plunging back into the shadows (or even worse into the darkness that they had been living in for years), especially if some disclosure tools, like the one suggested here with regard to their sponsors, are implemented. Moreover, SPACs will certainly be able to update and evolve for good, as they have shown themselves capable of doing in the past, thus, overcoming the problems and perplexities they raise. “Faced with unforeseen circumstances, a change of mindset is as necessary in this crisis as it would be in times of war. […] The cost of hesitation may be irreversible.” — Mario Draghi, We face a war against coronavirus and must mobilise accordingly, FIN. TIMES, Mar. 25, 2020