Gensler targets SPAC disclosures

The SEC chairman's comments were the strongest signal to date that he'll push for much tougher rules for special purpose acquisition companies.

Securities and Exchange Commission Chairman Gary Gensler laid out a laundry list of concerns related to special purpose acquisition companies, delivering his strongest signal yet that he’ll push for much tougher rules for the blank-check firms. Gensler, who’s repeatedly raised issues with SPACs since taking over in April, gave a road map Thursday for areas where the regulator may need to step up regulation.

He said he’s concerned that retail investors putting money in a firm taken public by merging with a blank-check company may be at a disadvantage compared with backing a traditional initial public offering.

“Currently, I believe the investing public may not be getting like protections between traditional IPOs and SPACs,” Gensler said in remarks prepared for the Healthy Markets Association, which represents institutional investors. “Further, are we mitigating the information asymmetries, fraud and conflicts as best we can?”

For more than a year, the SEC has been ringing alarm bells over disclosures around SPACs, which Gensler said now make up more than 60% of U.S. IPOs. The agency has said that it plans to propose new regulations to deal with the booming area as soon as next April, and SEC attorneys have also been stepping up scrutiny of such deals, with Lucid Group Inc. and Digital World Acquisition Corp., which is merging with former President Donald Trump’s media company, disclosing this week that they had received information requests.

In his comments, Gensler said areas of particular concern that he’s asked staff to look into include:

Inconsistencies in the disclosures by various parties involves in SPAC transactions.
How investors could be made more aware of SPAC fees, projections and conflicts.
Whether SPAC sponsors are inappropriately “priming the market” through marketing materials before making full disclosures.
Whether directors, officers, sponsors, accountants and financial advisers are properly acting as “gatekeepers” during the transactions.