一、概述

1、不寻常的SPAC

SPAC（“Special Purpose Acquisition Company”）是上市公司投资工具，也被称为 “空头支票”或 “空壳公司”。 SPAC由在投资、财务和企业管理领域具有丰富经验的专业人士作为发起人设立，其设立目的是在某些行业或地域中收购某个不特定的经营性企业。SPAC将在设立之后，即开始通过首次公开发行（“IPO”）由普通股和认股权证组成的证券进行募资。SPAC的证券在证券交易所挂牌并公开交易。

SPAC必须在IPO完成后的18-24个月内找到目标公司（“目标公司”）并完成企业兼并，否则将主动清算，且IPO的募资将退还给公众股东。如已确定目标公司并完成企业兼并，则SPAC将与目标公司合并成立为一间新公司（“存续公司”），存续公司将成为SPAC的承继实体并继续作为上市公司存续。

2、SPAC市场

As business and commerce becomes increasingly cross-border in nature, it is important for businesses to have knowledge of restructuring and insolvency regimes of foreign jurisdictions. This is particularly relevant in the Southeast Asia region, given the close connection and links amongst the Southeast Asian states.

In recent years, market participants have watched with interest from across the Atlantic as U.S. out-of-court liability management and restructuring transactions moved material assets out of the creditors' collateral pools, to enhance liquidity, to raise additional debt or to extend the maturity of existing debt. Many have wondered when these sort of transactions will reach European shores.

That moment has now arrived.

INTRODUCTION

I. Introduction

Complex restructurings are no stranger to colorful facts and unpredictable twists and turns. But few lead to criminal charges. Fewer still involve criminal charges against the chairman of the unsecured creditors’ committee, alleging that he abused his position to benefit himself financially.

Section 588G of the Corporations Act 2001 (Cth) imposes a positive duty on directors of a company to prevent insolvent trading. Due to the economic downturn, the Australian Securities and Investments Commission (ASIC) believed the market, which includes directors and professional advisors, would benefit from clarification as to what factors ASIC considers prior to commencing an investigation into insolvent trading.

Camila Goldberg Cavalcanti , Conrado Stievani and Igor Silva de Lima, BMA – Barbosa, Müssnich, Aragão

This is an extract from the second edition of the Guide to Corporate Crisis Management- published by Latin Lawyer. The whole publication is available here.

Coronavirus (COVID-19) has sent shock waves through global markets, businesses and supply chains. Boards of directors and senior management of businesses are likely asking themselves some tough questions. For instance:

1. What should we be doing to protect our employees and operations?

2. Can boards be responsible if employees get sick from COVID-19?

3. Do we really understand the risks to our business operations from COVID-19?

4. What happens if our supply chain vendors fail to perform their contracts with us?

The first half of 2019 continues a long growth rally for the fund finance market, with fund finance deal volume at Mayer Brown significantly up from last year. This growth occurred despite a three-year decline in the number of final fund closings.1 This apparent contradiction can be explained both by the penetration of traditional subscription credit facilities into a broader range of fund types and the diversification of fund finance product offerings in the market (including a notable uptick in the number of hybrid facility and net asset value credit facility closings).

FINANCIAL INSTITUTIONS ADVISORY & FINANCIAL REGULATORY GROUP NEWSLETTER JANUARY 10, 2018 ISSUE 1/2018 Financial Regulatory Developments Focus In this week’s newsletter, we provide a snapshot of the principal U.S., European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset managers and corporates. Click here if you wish to access our Financial Regulatory Developments website.

Between 2006 and 2010, 50 New Zealand finance companies either went into liquidation or receivership, or froze payments. The Securities Commission has now released information about its investigations into these finance companies.

The information released highlights the Commission's work to date, the companies being investigated, the status of the investigations and the behaviour or act that triggered the Commission's involvement. It also answers some common questions about the Commission's work in connection with the failures, including: