The special purpose acquisition company (SPAC): Evidence of a new model for the development of the Italian SMEs

R. Provasi, P. Riva
{"title":"The special purpose acquisition company (SPAC): Evidence of a new model for the development of the Italian SMEs","authors":"R. Provasi, P. Riva","doi":"10.22495/CPR19A20","DOIUrl":null,"url":null,"abstract":"The objective of this research is to illustrate how SPAC can encourage Italian companies to use the Stock Market to accelerate their growth. Some experiences attest that the Special Purpose Acquisition Company can adapt to the peculiarities of the Italian business system, full of innovative and excellent companies whose growth projects need to be financed. The study initially investigates the introduction of the SPAC in the US context due to the late development in the European context, with the aim of understanding their structure and the benefits inherent in this type of vehicle. Particularly, the study aims at underlining the characteristics that make the SPACs more suitable for the needs of small and medium-sized Italian companies so as to win the trust of financial investors so that they can guarantee a lasting success. The study underlines the main characteristics able to make the SPAC more useful so that is able to fit the needs of small and medium Italian companies. The SPACs have an extended life cycle of 24 months, their life cycle is divided into four phases: 1) Constitutive phase – that takes place thanks to a first capital injection by the founders of the vehicle called sponsors or promoters; 2) IPO – represented by the IPO (Initial Public Offering) organized by the SPAC to land on the capital market and negotiate its “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 64 securities in order to raise sufficient capital from the investors to carry out the Business Combination; 3) Target Company selection – during which takes place the selection of an operating company that is not yet listed and with high development potential with which the realization of a Business Combination is profitable; 4) Closing – finalization of the transaction consisting in the realization of the Business Combination or the rejection of the business combination proposal. The final step is important to assess the impact that the exercise of the withdrawal right has on the conclusion of the transaction. It is also relevant to understand whether to apply the international principle IFRS 3, Business Combination, when the transaction meets the requirement of Paragraph B7 of the IFRS 3 as it is finalized for the acquisition of one or more business activities, and when otherwise it is necessary to apply IFRS 2, Share-based Payment. This last principle is considered more suitable if the merger, even if it occurs between different legal entities, is not able to represent a business combination in accounting terms because the company is not an operating company and therefore does not represent an independent business. The research continues by adding a case study. To this end, first the qualities of the SPAC and the reasons both for the promoters of the initiative and for the investors are presented. Then, the economic, financial and equity results of the companies involved in the business combination are analysed together with the expected performance and the impact on corporate governance.","PeriodicalId":193680,"journal":{"name":"Corporate Governance: Search for the advanced practices","volume":"247 1","pages":"0"},"PeriodicalIF":0.0000,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":"0","resultStr":null,"platform":"Semanticscholar","paperid":null,"PeriodicalName":"Corporate Governance: Search for the advanced practices","FirstCategoryId":"1085","ListUrlMain":"https://doi.org/10.22495/CPR19A20","RegionNum":0,"RegionCategory":null,"ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":null,"EPubDate":"","PubModel":"","JCR":"","JCRName":"","Score":null,"Total":0}
引用次数: 0

Abstract

The objective of this research is to illustrate how SPAC can encourage Italian companies to use the Stock Market to accelerate their growth. Some experiences attest that the Special Purpose Acquisition Company can adapt to the peculiarities of the Italian business system, full of innovative and excellent companies whose growth projects need to be financed. The study initially investigates the introduction of the SPAC in the US context due to the late development in the European context, with the aim of understanding their structure and the benefits inherent in this type of vehicle. Particularly, the study aims at underlining the characteristics that make the SPACs more suitable for the needs of small and medium-sized Italian companies so as to win the trust of financial investors so that they can guarantee a lasting success. The study underlines the main characteristics able to make the SPAC more useful so that is able to fit the needs of small and medium Italian companies. The SPACs have an extended life cycle of 24 months, their life cycle is divided into four phases: 1) Constitutive phase – that takes place thanks to a first capital injection by the founders of the vehicle called sponsors or promoters; 2) IPO – represented by the IPO (Initial Public Offering) organized by the SPAC to land on the capital market and negotiate its “Corporate Governance: Search for the Advanced Practices” Rome, February 28, 2019 64 securities in order to raise sufficient capital from the investors to carry out the Business Combination; 3) Target Company selection – during which takes place the selection of an operating company that is not yet listed and with high development potential with which the realization of a Business Combination is profitable; 4) Closing – finalization of the transaction consisting in the realization of the Business Combination or the rejection of the business combination proposal. The final step is important to assess the impact that the exercise of the withdrawal right has on the conclusion of the transaction. It is also relevant to understand whether to apply the international principle IFRS 3, Business Combination, when the transaction meets the requirement of Paragraph B7 of the IFRS 3 as it is finalized for the acquisition of one or more business activities, and when otherwise it is necessary to apply IFRS 2, Share-based Payment. This last principle is considered more suitable if the merger, even if it occurs between different legal entities, is not able to represent a business combination in accounting terms because the company is not an operating company and therefore does not represent an independent business. The research continues by adding a case study. To this end, first the qualities of the SPAC and the reasons both for the promoters of the initiative and for the investors are presented. Then, the economic, financial and equity results of the companies involved in the business combination are analysed together with the expected performance and the impact on corporate governance.
特殊目的收购公司(SPAC):意大利中小企业发展新模式的证据
本研究的目的是说明SPAC如何鼓励意大利公司利用股票市场加速其增长。一些经验证明,特殊目的收购公司可以适应意大利商业体系的特点,那里充满了创新和优秀的公司,这些公司的成长性项目需要融资。该研究最初调查了SPAC在美国背景下的引入,因为在欧洲背景下发展较晚,目的是了解它们的结构和这种类型车辆固有的好处。特别是,本研究旨在强调SPACs更适合意大利中小企业需求的特点,从而赢得金融投资者的信任,从而保证其持久的成功。该研究强调了能够使SPAC更有用的主要特征,以便能够满足意大利中小型公司的需求。SPACs的生命周期延长至24个月,其生命周期分为四个阶段:1)构成阶段-由于被称为赞助商或发起人的车辆创始人首次注资而发生;2) IPO——以SPAC组织的IPO(首次公开发行)为代表,登陆资本市场,并就其“公司治理:寻求先进实践”进行谈判,罗马,2019年2月28日64只证券,以从投资者那里筹集足够的资金进行业务合并;3)目标公司选择——选择尚未上市但具有较高发展潜力的运营公司,与之实现业务合并是有利可图的;(4)交割——包括实现企业合并或拒绝企业合并建议的交易的完成。最后一步重要的是评估撤销权的行使对交易达成的影响。当交易因收购一项或多项业务活动而最终确定,且符合《国际财务报告准则第3号——企业合并》第B7段的要求时,以及在其他情况下有必要采用《国际财务报告准则第2号——基于股份的支付》时,理解是否适用《国际财务报告准则第3号——企业合并》也具有相关性。如果合并,即使发生在不同的法人实体之间,由于该公司不是一家运营公司,因此不代表独立的业务,因此无法在会计术语中代表企业合并,则最后一条原则被认为更合适。研究通过增加案例研究继续进行。为此,首先介绍了SPAC的性质以及该倡议的发起人和投资者的原因。然后,分析企业合并所涉及的公司的经济、财务和股权结果,以及预期绩效和对公司治理的影响。
本文章由计算机程序翻译,如有差异,请以英文原文为准。
求助全文
约1分钟内获得全文 求助全文
来源期刊
自引率
0.00%
发文量
0
×
引用
GB/T 7714-2015
复制
MLA
复制
APA
复制
导出至
BibTeX EndNote RefMan NoteFirst NoteExpress
×
提示
您的信息不完整,为了账户安全,请先补充。
现在去补充
×
提示
您因"违规操作"
具体请查看互助需知
我知道了
×
提示
确定
请完成安全验证×
copy
已复制链接
快去分享给好友吧!
我知道了
右上角分享
点击右上角分享
0
联系我们:info@booksci.cn Book学术提供免费学术资源搜索服务,方便国内外学者检索中英文文献。致力于提供最便捷和优质的服务体验。 Copyright © 2023 布克学术 All rights reserved.
京ICP备2023020795号-1
ghs 京公网安备 11010802042870号
Book学术文献互助
Book学术文献互助群
群 号:604180095
Book学术官方微信