O tipo societário adequado às SPACs (Special Purpose Acsition Companies) no ordenamento jurídico brasileiro

Abstract

SPACs (Special Purpose Acquisition Companies) are blank check and shell companies formed to raise capital through the initial public offering of its stocks, aiming at using the funds raised to acquire, and combine the business, with the target business defined by the sponsor, after the due shareholder’s approval. The necessary legal framework to support such entities was already formed in the US since last century, but it began to gain relevant notoriety in 2017, and since then it has achieved its peak between 2020 and 2021. The Brazilian Securities and Exchange Commission (Comissão de Valores Moibliários – CVM) initiated in 2021 the public hearing No. 02/21, in which, among other subjects, questioned about the possibility of forming SPACs in Brazil, having signalized its understanding that such entities could be constituted as an Equity Investment Fund (Fundo de Investimento em Pariticipações – FIPs). This paper, based mostly in global published articles, analysis the main SPACs’ characteristics and particularities comparing it with the main Equity Investment Fund’s aspects, in order to investigate and propose the most appropriate form of forming a SPAC in Brazil. It was concluded that, within the Brazilian jurisdiction, SPACs should be organized as a business company, other than an investment fund, and among the corporate types, the most appropriate one is the Joint Stock Company (Sociedade por Ações), governed by Brazilian Law No. 6.404, of December 15th, 1976. Such corporate type showed to be the one that satisfactorily address the needs and particularities of a SPACs in the Brazilian legal framework, taking into account the American experience and practice