SPAC의 규제 동향과 개선과제

Through the amendment of Article 6, Paragraph 4, Item 14 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act in 2009, the U.S. Special Purpose Acquisition Company (SPAC) system, known as a “Blank Check Company,” was introduced in Korea. SPAC, as a nominal company with the sole business purpose of merging with another company using funds raised through an Initial Public Offering (IPO), provides the advantage for well-established unlisted companies to secure opportunities for listing and additional capital through a merger with SPAC. On the flip side, despite raising funds from investors for SPAC listings, uncertainties in investment arose as investors could not identify the target company at the time of stock acquisition. This limitation led to concerns about the instability of investments, prompting a solution where more than 90% of the investment funds could be deposited or entrusted to an independent institution. However, despite these measures, due to the characteristic that SPAC must be dissolved if it fails to complete a merger with a target company within a certain period after listing, management decisions to pursue mergers may conflict with investors’ understanding, leading to potential losses for investors. The ongoing need for investor protection persists, but the relatively low prevalence of SPAC listings in the domestic market has made improvements to the system challenging. As a response, a review has been conducted on precedents and relevant regulations regarding the responsibilities and due diligence of the issuing company (SPAC), SPAC directors, external auditors, and acquirers, all of whom bear certain responsibilities for investor protection.