Alternative Acquisition Models and Financial Innovation Special Purpose Acquisition Companies in Europe, and the Italian Legal Framework

Introduction (Daniele D’Alvia –Ettore Maria Lombardi – Yochanan Shachmurove) PART I Analysing SPACs in Europe 1 – The Financial Regulation of Special Purpose Acquisition Companies (SPACs) in the European Union, and the UK (Daniele D’Alvia – Ettore Maria Lombardi) 2 – The Financial Regulation of Italian Special Purpose Acquisition Companies (SPACs) (Filippo Annunziata, Anna Chiara Chisari, Maria Lucia Passador) PART II SPACs, and the Italian Legal Framework 3 – The Special Purpose Acquisition Company (SPAC) in the Italian Corporate Experience (Raimondo Premonte, Donato Romano) 4 – Special Purpose Acquisition Companies (SPACs): Shareholders’ Agreements under Italian Law (Giuseppe Cavallaro) 5 – The Tax Legal Framework of Special Purpose Acquisition Companies (SPACs): an Italian Perspective (Luisa Scarcella) 6 – The Special Purpose Acquisition Company (SPAC): Special Purpose and Corporate Governance Structure (Giovanni Romano) PART III Experiments in SPACs 7 - Shadow Banking, and the Special Purpose Acquisition Company (SPAC) (Yochanan Shachmurove) 8 – Special Purpose Acquisition Companies (SPACs) as venture companies (Giorgio Tosetti Dardanelli) Conclusions (Daniele D’Alvia –Ettore Maria Lombardi - Yochanan Shachmurove)

Biography

Daniele D’Alvia is a Lecturer in Banking and Finance Law at CCLS – Queen Mary University of London, an Associate Research Fellow at the Institute of Advanced Legal Studies in London, and an Associate Researcher at the European Banking Institute in Frankfurt.

Ettore Maria Lombardi is Professor of Private Law and International Business Law at the University of Florence School of Law and of counsel at Lombardi & Hage-Chahine Law Firm.

Yochanan Shachmurove is Professor of Economics and Business at the City College and the Graduate Center of the City University of New York (CUNY), affiliated with the Department of Economics at New York University, USA, and is the Economic MA Program Director at the City College of CUNY.

"Banks fail, but banks are not designed to be secured. The recent collapses of Signature Bank　and　Silicon Valley Bank (SVB) in March 2023, is, inter alia, showing that some banks are less secure despite all regulations. Although SVB parked much of its deposits in extremely safe assets, mainly long-term bonds issued by the U.S. government and government-backed agencies, with increasing interest rates, the bank failed.　Although　the issues facing the U.S. economy in 2023 are very different from those it faced in its last crisis, in 2008, one notes that since the year 2000, there have been 562 American bank failures　(https://www.businessinsider.com/personal-finance/list-of-bank-failures).　In the never-ending debate between systemic risk and regulation, this edited collection　Alternative Acquisition Models and Financial Innovation: Special Purpose Acquisition Companies in Europe, and the Italian Legal Framework　by Daniele D’Alvia, Ettore Maria Lombardi, and my former student Yochanan Shachmurove,　is reminding us that the rise of non-banks can leverage new uninsurable risks:　Special Purpose Acquisition Companies　(SPACs) are a case in point. Law too has its regulatory limits, and we must never be complacent in our assumptions that we can simply regulate all market dangers away. Thus, rules are necessary rather than discretion." — Finn Kydland (Nobel Laureate), Professor of Economics, University of California, Santa Barbara, California

"In concrete settings, the authors study how to 'regulate the regulators' in the face of possibly conflicting regulatory purposes and constituencies, model uncertainty, and consequent unintended consequences. The cases studied illustrate practical limits of available theories and tools." — Thomas J Sargent (Nobel Laureate), William R. Berkley Professor of Economics and Business, Leonard N. Stern School of Business, New York University

"This useful volume contains contributions from eminent legal scholars, particularly in Italy, to examine the legal framework for SPACs in the EU and Italy. A one-stop shop for everything one needs to know about how SPACs are set up, governed, regulated and subject to tax. A must-have for practitioners, the industry and corporate law researchers." — Iris H. Chiu (Dr), Professor of Corporate Law and Financial Regulation, University College London

"Alternative Acquisition Models and Financial Innovation is a comprehensive analysis of Special Purpose Acquisition Companies (SPACs) in Europe, with a focus on the Italian legal framework. The book provides valuable insights into SPACs’ financial regulation, corporate governance structure, and tax legal framework. The contributors are renowned scholars and practitioners in the field and the book is of great interest to anyone interested in financial innovation and securities law." — Luca Enriques, Professor of Corporate Law, University of Oxford

"Special Purpose Acquisition Companies (SPACs) have become increasingly popular outside the United States. For practitioners and academics wishing to learn about their regulation in Italy and other non-U.S. jurisdictions, I highly recommend this book." — Jesse M. Fried, Professor of Law, Harvard Law School

"Businesses need new finance to be competitive on global markets. Even before the hard blows recorded in the banking world, not only overseas and not only for banks that operate in particularly innovative areas (example start-ups), but also in Germany and even in the Swiss stronghold, the banks have shown that they have lost the institutional function of reallocation of the collection in favor of their corporate clients. It is enough to examine their balance sheets to have proof of this. Today Funds and not always "vultures", but also "Angel Fund and "venture capitals" perform this function, but normally, have very high costs. SPACs can provide a good answer to this financial need, make assisted companies grow adequately and accompany them towards listing on the stock exchange. Certainly SPACs and their Sponsors, if credible and worthy of trust, can constitute an important tool for economic and social development to achieve higher and more competitive business and corporate objectives." — Lucio Ghia, Avvocato in Rome

"The book edited by D’Alvia, Lombardi and Shachmurove can be considered a milestone in the practical and theoretical comprehension of an institution that can be rightly considered a bright toolbox to use to solve relevant issues in the present and future of both private and commercial law." — Bruno Inzitari, Professore di diritto civile, Dipartimento di Giurisprudenza, Università degli Studi di "Milano-Bicocca"

"I had already the opportunity to appreciate the volume by Daniele D’Alvia, Mergers, Acquisitions and International Financial Regulation, published last year. This collective work constitutes, at the same time, its development and completion. The work offers a complete and convincing reconstruction of the discipline of SPACs in the European context, with particular focus on the Italian experience. The authors are able to offer an exhaustive picture of the first applications of these alternative structures of access to the capital market, which are gaining interesting spaces also in our country. The multidisciplinary analysis and the attention, on the one hand, to the theoretical-systematic reconstruction and, on the other, to practical themes make it a unique work in the literary panorama of the sector. The reader – both scholar and the practitioner – will find many suggestions and many answers, placed in the peculiar context of Italian corporate law, with specific reference to the delicate issues of corporate governance. In particular, we can appreciate the analysis dedicated to the use of shareholders’ agreements within these structures, and the original insights on the phenomenon of the so-called shadow banking." — Raffaele Lener, Professore di diritto dei mercati finanziari e di diritto commerciale, Universita di Roma ‘Tor Vergata’