Several Democratic U.S. senators are raising concerns about what they call abuses by the creators and operators of Special Purpose Acquisition Companies, or SPACs.
Sens. Elizabeth Warren (D-MA), Sherrod Brown (D-OH), Tina Smith (D-MN), and Chris Van Hollen (D-MD) expressed their concerns via letter to six creators of prominent SPACs, which are publicly traded shell companies that raise money to buy private companies and take them public.
Their concerns are centered on whether industry insiders may be able to take advantage of retail investors throughout the SPAC process to the benefit of large institutional investors such as hedge funds, venture capital insiders, and investment banks.
“We seek information about your use of SPACs in order to understand what sort of Congressional or regulatory action may be necessary to better protect investors and market integrity and ensure a fair, orderly, and efficient marketplace,” wrote the senators to each of the SPAC creators. “We are concerned about the misaligned incentives between SPACs’ creators and early investors on the one hand, and retail investors on the other.”
The letters were sent to Howard Lutnick, chairman and CEO of Cantor Fitzgerald; Michael Klein, founder of M. Klein & Associates; Tilman Fertitta, chairman and CEO of Fertitta Entertainment; Chamath Palihapitiya, co-founder and CEO of The Social+Capital Partnership; David Hamamoto, CEO and chairman of DiamondHead Holdings; and Stephen Girsky, managing partner at VectoIQ.
Specifically, among the concerns raised by lawmakers is that SPAC creators, or “sponsors,” have incentives to quickly strike merger deals, regardless of the quality of the deal or of the company to be acquired. Another potential issue is that early investors (often investment banks and hedge funds) are essentially guaranteed risk-free investments. In addition, they are worried that both sponsors and early investors profit from hyperbolic, pre-merger claims about the company to be acquired while retail investors who purchase shares based on those hyperbolic claims are often left with devalued shares.
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