Financial Projections in the Wake of Final SPAC Rules

In January of this year, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules regulating SPAC IPOs and business combinations.  Central to this rulemaking was the SEC’s updated and expanded guidance on the use of projections in all SEC filings as well as rulemaking specific to projections in de-SPAC transactions.  The evolving regulatory environment combined with market headwinds have made strategies to manage potential liability exposure while executing de-SPAC transactions top of mind for many market participants.

In this episode, James Zukin, founder of Zukin Certification Services, and Michelle Heisner, partner at Baker McKenzie LLP, discuss the SEC’s rules on disclosure and liability related to projections used in de-SPAC transactions.  Zukin Certification Services launched a Reasonable Basis Review service that provides SPACs and their business combination partners with an independent review of such partner’s projections and readiness to operate as a public company.  This service was designed in part to address SEC rulemaking focused on projections included in SEC filings having a reasonable basis.

Please note, the positions and opinions expressed by the speakers are strictly their own, and do not necessarily represent the views of their employers, nor those of the D.C. Bar, its Board of Governors or co-sponsoring Communities and organizations.

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