Document Type
Article
Publication Date
2024
Publication Information
101 Wash. U.L. Rev. 1123 (2024).
Abstract
From the Article
This Article identifies transactional innovation in public offering markets as a case study of how going-public transactions would work if issuers could choose to relax some of the investor protections provided under the securities laws. In recent years, private companies that wanted to go public had a meaningful choice between a traditional initial public offering and a merger with a special purpose acquisition corporation (SPAC). Most of the direct and indirect investor protections that ordinarily apply in the initial public offering context are relaxed in the SPAC context.
The Article argues that outcomes in SPAC markets, where investors have systematically received a bad bargain, provide powerful market evidence consistent with the premises underlying the investor protection rationale of the federal securities laws: public investors cannot fend for themselves in new issues of equity securities and need mandatory protections to avoid systematically overpaying.
Recommended Citation
Patrick M. Corrigan,
Do the Securities Laws Actually Protect Investors (And How)? Lessons from SPACs,
101 Wash. U.L. Rev. 1123 (2024)..
Available at:
https://scholarship.law.nd.edu/law_faculty_scholarship/1708
Comments
Selected for republication into CORPORATE PRACTICE COMMENTATOR and SECURITIES LAW REVIEW 2025.