Introduction Special purpose acquisition companies (SPACs) exploded in popularity in the past few years, to such a degree that they made up 60% of IPOs in 2020, 66.3% in 2021, and 69.4% in 2022.[3] Celebrities from Colin Kaepernick to Jay-Z have launched SPACs,[4] but perhaps the most feverish attention came in October 2021, when a…
Category: Articles
Fairness Opinions and SPAC Reform
Abstract This paper assesses the emerging regulatory framework for special purpose acquisition companies (SPACs). According to this framework, mergers of SPACs, known as de-SPACs, must be “fair” to public (or unaffiliated) SPAC shareholders, and transaction participants face heightened liability risk for disclosure errors. In this environment, third-party fairness opinions have been regarded as a de…
Of Sinners & Scapegoats: The Economics Of Collective Punishment
Abstract “[I]t is better that ten guilty persons escape than that one innocent suffer.” 4 William Blackstone, Commentaries *358. “[I]t is better that ten innocent men suffer than that one guilty man escape.” Otto von Bismarck, Germany’s first chancellor, quoted in John W. Wade, Uniform Comparative Fault Act, 14 Forum 379, 385 (1979). Punishing the…
Superstar CEOs and Corporate Law
Abstract Larger-than-life corporate leaders, who can move fast and disrupt entrenched players, are often perceived as having the vision, superior leadership, or other exceptional qualities that make them uniquely valuable to their corporation. While the business press, management experts, and financial economists have long studied these “superstar” CEOs, the legal literature has largely overlooked…
Good Intentions: Administrative Fiat and the General Welfare Exclusion
Abstract Since its introduction in 1913, the federal income tax has viewed income expansively, subjecting virtually all types of enrichment as gross income unless Congress explicitly exempted the income from taxation. But in the income tax’s second decade, the Bureau of Internal Revenue created an exception to the broad reach, an exception not grounded in…
Antitrust and Race
Abstract Antitrust law regulates the consolidation and abuse of economic power. One of its core tasks is to ensure that market success is not rigged in favor of undeserving winners against excluded competitors at consumers’ and workers’ expense. But for their entire enforcement and doctrinal history, antitrust regulators and courts have built a legal infrastructure…
Side Letter Governance
Abstract A standard feature of the private equity industry, “side letters” are confidential agreements between the sponsor and individual investors that give the latter special rights, beyond those that apply to other investors in the private equity fund. Yet side letters have become a flashpoint for prominent critics of the industry, who argue that they…
Property and the Problem of Disuse
Abstract Property often lies idle, even in times of dire need. Property scholars have largely overlooked this enduring social problem. The oversight is surprising, since the same scholars often write that property’s purpose is to help people put things to use. Some even contend that the right to exclude is and ought to be property’s…
The Empty Promise of the Fourth Amendment in the Family Regulation System
Abstract Each year, state agents search the homes of hundreds of thousands of families across the United States under the auspices of the family regulation system. Through these searches—required elements of investigations into allegations of child maltreatment in virtually every jurisdiction—state agents invade the home, the most protected space in Fourth Amendment jurisprudence. Accordingly, federal…
The Macroeconomics Of Intellectual Property
Abstract Intellectual property is understood to have an economic rationale: supplying incentives for innovation and for the creation and dissemination of knowledge and information. In the modern era, questions of how best to accomplish this have been explored with reference to economic efficiency and other concepts from microeconomics. But why not macroeconomics? In the microeconomic…
You must be logged in to post a comment.