Critical Factors Determining the Success of Special Purpose Acquisition Companies (SPACS) - Comparative Analysis of an Innovative Asset Class for M&A Market – Mehmet Kerem Seber – On İki Levha Yayınları

This book is based on the author's dissertation submitted in 2017 as part of his LLM degree in Commercial and Corporate Law at Queen Mary University of London. Special Purpose Acquisition Companies, typically known in the marketplace as 'SPACs', are innovative investment vehicles providing financial resources for M&A transactions from capital markets. The past two years have seen the US SPACs explode in popularity to such a degree that they substantially surpass traditional IPOs in 2021 representing almost 60% of the total new listings.As part of the need for understanding this trajectory, this book focuses on what the determinants of the US SPACs' success are, which ones are associated with failure and based on these findings, if it is possible to suggest a list of metrics to describe what a model of successful SPAC would look like. The book also provides a general overview of the Turkish regulatory landscape pertaining to SPACs and analyses the reasons why SPACs have remained an untested asset class, which prompted the author's second research question as to whether or not there are any regulatory and contractual improvement areas for the Turkish SPACs, and whether it is possible to offer some key recommendations to practitioners and regulators to increase the attractiveness of the Turkish SPACs.TABLE OF CONTENTS1. INTRODUCTION2. EVOLUTION AND THE TYPICAL LIFECYCLE OF THE US SPACS2.1. Pre-2003 Period2.2. Post-2003 and Present2.3. The Typical Lifecycle of the Modern US SPACs2.3.1. Formation2.3.2. IPO2.3.3. Exit: Business Combination or Liquidation(A) Business Combination(B) Liquidation2.4. Flow Chart of a Successful Business Combination3. CRITICAL SUCCESS FACTORS OF THE US SPACS3.1. Ownership Structure3.2. Board Structure3.3. The Role of SPAC Management3.4. The Role of Underwriters3.5. IPO Size3.6. Escrow3.7. Target Identification3.8. Shareholder Activism and Tender Offers3.9. Market Conditions3.10. Streamlining Regulation3.11. Key Success Metrics4. AN UNTESTED ASS...