Risks & Responsibilities in SPAC Transactions

Introduction

The landscape of Special Purpose Acquisition Companies (SPACs) is undergoing one of the most significant transformations since their modern resurgence. Once viewed as a fast-track alternative to IPOs, SPACs now face heightened regulatory scrutiny following concerns around investor protection, disclosure quality, and governance standards.

Regulators in the US, UK, and EU have introduced far-reaching reforms to align SPACs with conventional listing regimes. The SEC’s 2023-2024 SPAC Reform Rules impose enhanced disclosure duties, extend underwriter liability to de-SPAC transactions, and tighten oversight of financial projections. Meanwhile, the FCA’s 2022-2023 Listing Rules reforms and evolving ESMA guidance reflect a new era of transparency, accountability, and market discipline.

Against this backdrop, understanding the risks and responsibilities that accompany SPAC transactions has never been more essential. This interactive two-day seminar will guide participants through the SPAC lifecycle, from initial formation and listing to the business combination (de-SPAC phase) and beyond, using expert analysis, practical exercises, and real-world case studies including MultiPlan Corp, GigCapital 3, and SEC v. Stable Road Acquisition Corp.

What You Will Learn

This live and interactive course will cover the following:

• SPAC Structure and Regulatory Framework
• Understand the SPAC model and lifecycle, including legal formation, prospectus, and listing requirements (FCA/LSE perspective)
• Compare UK and EU regimes with the US SPAC regulatory framework (SEC)
• Analyse sponsor and board responsibilities, governance and fiduciary duties
• Manage disclosure obligations, conflicts of interest, market abuse and insider dealing risks
• Explore compliance challenges during the SPAC IPO phase through interactive discussion
• De-SPAC Phase, Liability and Risk Management
• Examine the de-SPAC process, including acquisition and merger mechanics
• Understand due diligence responsibilities and risks of material misstatements
• Consider shareholder approval processes and related disclosure obligations
• Assess civil and regulatory liability exposures for sponsors, directors, and advisors
• Review enforcement trends and high-profile SPAC cases in the US, UK, and EU
• Apply risk mitigation strategies and best practices in documentation and disclosure
• Develop practical skills through scenario-based group exercises on contentious de-SPAC negotiations
• Strengthen the ability to identify and manage key legal and regulatory risks, apply governance best practice, and implement effective due diligence and disclosure measures across jurisdictions

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.