SEC Small Business Capital Formation Advisory Committee will Discuss SPACs, Climate Disclosure under ESG Push

The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee (SBCFAC) has scheduled a meeting to discuss two specific topics: SPACs or Special Purpose Acquisition Companies and Climate Disclosure. The meeting will take place on Friday, May 6, 2022.

According to a statement by the SEC, the Committee will “focus on exploring the potential impacts of the proposed climate-related disclosure and SPAC rules on smaller public companies and companies seeking to go public.”

An agenda has been published as well (see below).

The Committee has been created to provide insight and advice to the Commission regarding policies and regulations that may impact smaller firms. The feedback received may be utilized in crafting new rules.

Recently, the Commission has proposed new rules impacting SPACs as well as ESG.

Under the new ESG rules firms would be required to include certain climate-related disclosures in their registration statements as well as periodic reports. The proposal has been criticized by some as veering from the SEC’s mission. In fact, SEC Commissioner Hester Peirce slammed the Commission’s proposal sardonically stating that they are not called the Securities and Environment Commission – at least not yet. You may review all 490 pages of the ESG proposal here.

Regarding SPACs, the current proposal has, once again, earned the scrutiny of Commissioner Peirce who said the language of the changes would “stop SPACs in their tracks.”

The Commission under the leadership of Chairman Gary Gensler has welcomed the comments by the SBCFAC but has declined to pursue previous advice.

The meeting will be live-streamed on the SEC website and open to the public.


10:00   Call to Order; Introductory Remarks by Commissioners

10:15   Discussion of SEC’s Proposed Rules on Climate-Related Disclosures

On March 21, 2022, the Commission proposed rules to enhance and standardize climate-related disclosures for investors. Among other things, the proposed rules would require registrants to include certain climate-related disclosures in their registration statements and periodic reports. This press release includes a fact sheet highlighting the areas covered by the proposed rules.

Staff from the SEC’s Division of Corporation Finance will provide an overview of the proposed rules, and then the Committee will hear from speakers on how the proposed rules on climate-related disclosures might impact smaller public companies if finalized.

Speakers:

  • Thomas Sonderman, CEO, and Steve Manko, CFO, SkyWater Technology, a U.S. semiconductor technology manufacturing company, Bloomington, IN
  • Betty M. Huber, Partner and Global Co-Chair of ESG Practice, Latham & Watkins LLP, New York, NY

Following discussion with the speakers, the Committee will engage in discussion and deliberate on potential recommendations.

12:00   Non-public executive session for administrative business, followed by a lunch break until 1:30.

1:30     Discussion of SEC’s Proposed Rules on SPACs, Shell Companies, and Projections   

During its September 2021 meeting, the Committee discussed different pathways for businesses to go public, including mergers with special purpose acquisition companies (SPACs). On March 30, 2022, the Commission proposed rules on SPACs, shell companies, and projections, which would require, among other things, additional disclosures about SPAC sponsors, conflicts of interest, and sources of dilution. This press release includes a fact sheet highlighting the areas covered by the proposed rules.

Staff from the SEC’s Division of Corporation Finance will provide an overview of the proposed SPAC rules, and then the Committee will hear from a lawyer who advises companies in financing transactions on implications and impacts the proposed rules may have on small businesses if finalized.

SpeakerAnna Pinedo, Partner, Mayer Brown LLP, New York, NY

Following discussion with the speaker, the Committee will engage in discussion and deliberate on potential recommendations.

3:00     Wrap-up and Adjournment

 

 

Sponsored
Sponsored Links by DQ Promote

 

 

Send this to a friend