While special purpose acquisition companies (SPACs) have existed as an alternative to the traditional initial public offering (IPO) since the 1990s, SPAC deal activity has increased dramatically over the last 18 months. Also known as “blank check companies,” SPACs are publicly traded entities that raise capital through an IPO. Once formed, a SPAC has a limited timeframe—typically two years—in which to merge with or acquire a privately held operating company, thereby taking it public; this process is referred to the “de-SPAC” transaction. The limited time in which a SPAC must complete the de-SPAC transaction, as well as recent changes to the tax code impacting newly public companies and the general scrutiny that attends the private-to-public transformation through a SPAC, creates unique considerations for executive compensation. This article briefly outlines these considerations and provides an update in light of the recent frenzy of SPAC activity and increased regulatory attention. Given the uncertainty of future SPAC regulations, the compensation considerations identified in this article are subject to change as well. SPAC sponsors and target companies alike should closely monitor both developments in the market and statements from regulators with these considerations in mind.
A SPAC must generally find and acquire a target company within 24 months of formation to avoid liquidation. This short horizon impacts considerations for executive pay design in several ways. Most obviously, it limits the time period during which compensation planning can take place. In the context of a traditional IPO, compensation programs are typically developed and implemented two to three years ahead of time. In contrast, SPAC merger targets are often going public earlier than anticipated and so might lack a built-out compensation and governance infrastructure. Further complicating matters, the tight 24-month timeline may give negotiating leverage to the target company’s management when it comes to compensation.