Designing the Legal Structure and Payment System of Special Purpose Acquisition Companies (SPAC) for the Iranian Capital Market

Document Type : Original Article

Authors
vahid nobakht 1
Mohammad Mahdi Bahrololoum 2
1 Ph.D. Candidate of Finance, Faculty of Management and Accounting, Allameh Tabataba’i University
2 Assistant Professor of Finance, Faculty of Management and Accounting, Allameh Tabataba’i University
10.22034/jik.2025.78321.4700
Abstract
The investment industry in special purpose acquisition companies is a relatively new industry, and academic research focused on the effects of investing in these companies is increasing. A special purpose acquisition company (SPC) is a company that finances a target company through an initial public offering of its shares with the aim of acquiring a target company within a specified period of time. The target company is usually a private company that automatically becomes a public company (public joint stock company) after being purchased by the SPC. In this study, by first examining the theoretical foundations of the research, a comprehensive understanding and study of all dimensions of special purpose acquisition companies with a comparative approach has been carried out and an initial model of special purpose acquisition companies has been developed. Then, using semi-structured interviews and a questionnaire, the legal structure of these companies has been examined in accordance with the Iranian capital market. Finally, based on the content analysis and analysis of questionnaires collected from experts, and after extracting the results from the questionnaire, comparative study, and review of existing samples, the legal structure of special purpose acquisition companies has been designed.
Keywords
Special Purpose Acquisition Company
Merger
Special Purpose Vehicle
Blank Check Company
Initial Public Offering
  1. S. Chatterjee et al (2016). Security design for a nonstandard IPO: The case of SPACs Journal of International Money and Finance.
  2.  
  3. D. Cumming et al (2014). The fast-track IPO–success factorsfor taking firms public with SPACs Journal of Banking & Finance.
  4.  
  5. L. Dimitrova (2017). Perverse incentives of special purpose acquisition companies, the “poor man’s private equity funds” Journal of Accounting and Economics.
  6.  
  7. J. Kolb et al (2016). Going public via special purpose acquisition companies: Frogs do not turn into princes
  8. Journal of Corporate Finance.
  9.  
  10. U. Rodrigues et al (2014). What all-cash companies tell us about IPOs and acquisitions Journal of Corporate Finance.
  11.  
  12. A. Alti et al (2022). A model of informed intermediation in the market for going public.
  13.  
  14. S. Banerjee et al (2021). Harnessing the overconfidence of the crowd: A theory of SPACs.
  15.  
  16. Cumming Douglas et al (2014). The fast-track IPO – success factors for taking firms public with SPACs J. Bank. Finance.
  17.  
  18. R. Aggarwal et al (2011). Does governance travel around the world? Evidence from institutional investors J. Financ. Econ.
  19.  
  20. W.Y. Busaba et al (2015). The dark side of cross-listing: a new perspective from China J. Bank. Financ.
  21.  
  22. Thomas J. Chemmanur et al (2011). IPO waves, product market competition, and the going public decision: theory and evidence J. Financ. Econ.
  23.  
  24. M. Dang et al (2018). Target corporate governance, acquirers’ location choices, and partial acquisitions.
  25.  
  26. L.L. Eng et al (2003). Corporate governance and voluntary disclosure J. Account. Public Policy
  27.  
  28. B.B. Francis et al (2008). Financial market integration and the value of global diversification: evidence for US acquirers in cross-border mergers and acquisitions J. Bank. Financ.