(Originally published by the Harvard Law School Forum on Corporate Governance on January 13, 2025.)

Several days ago, John Gulliver and Hal Scott announced on this Forum that “No, SPACs Do Not Dilute Investors” This comes after the Chancery Court has concluded otherwise in about a dozen cases, and after the SEC has issued regulations requiring disclosure of the extent to which value has been diluted or otherwise extracted from SPAC shares as of the time of a de-SPAC merger. Gulliver and Scott’s post on the Forum, and their longer version on SSRN, purport to “debunk” the analysis of two articles we published in the past three years, and in doing so, to show that the Chancery Court and the SEC are wrong as well—that the value of pre-merger SPAC shares is of no consequence and need not be disclosed.

Continue reading the post here.