Elizabeth Warren and Democrats are going after SPAC kingpins

Sen. Elizabeth Warren, a Democrat from Massachusetts, speaks to members of the press following a weekly Democratic caucus luncheon at the U.S. Capitol in Washington, D.C., on Sept. 21, 2021.
Sen. Elizabeth Warren, a Democrat from Massachusetts, speaks to members of the press following a weekly Democratic caucus luncheon at the U.S. Capitol in Washington, D.C., on Sept. 21, 2021.Bloomberg photo by Sarah Silbiger.

Elizabeth Warren and other Senate Democrats are targeting some of the biggest names behind SPACs, questioning whether the once red-hot market will trigger outsized losses for retail investors.

In letters to six prominent operators of special purpose acquisition companies, the lawmakers highlighted concerns that insiders can take advantage of regulatory loopholes at the expense of shareholders.

The missives, which requested information about how executives are compensated and how they solicit investments, were sent to Howard Lutnick, chief executive officer of Cantor Fitzgerald; Michael Klein, a former star Citigroup banker; Tilman Fertitta, the billionaire owner of the Houston Rockets; serial SPACer and former Facebook executive Chamath Palihapitiya; David Hamamoto, whose blank-check company merged with Lordstown Motors and Stephen Girsky, who was instrumental in the deal to take electric truck startup Nikola public.

"We are concerned about the misaligned incentives between SPACs' creators and early investors on the one hand, and retail investors on the other," Sens. Warren, Sherrod Brown, Tina Smith and Chris Van Hollen said in a Wednesday statement.

Representatives for Lutnick, Klein, Fertitta, Hamamoto and Girsky didn't respond to requests to comment. Palihapitiya, who has previously called for more regulation, declined to comment through a spokesman.

SPACs have mushroomed over the past couple of years, attracting huge amounts of money from small-time investors who see them as a way to get in early on young companies that could be future tech stalwarts. Amid the rush, some insiders have found creative ways to get rich even when public shareholders don't.

The letters referenced a June Bloomberg article that detailed how Lutnick, Klein and Fertitta benefited from their own SPACs. Klein's offerings, for example, hired his own investment bank for consulting services, lining the dealmaker's pockets with millions of dollars in fees.

At the time, a spokesman for Klein declined to comment on the fees and an executive at Fertitta's empire defended the SPAC. A representative for Cantor said the Bloomberg article showed "a lack of understanding of the SPAC business."

The senators' scrutiny could inform legislative and regulatory responses to SPACs, which have been an increasing focus this year for the U.S. Securities and Exchange Commission and other agencies. Warren, of Masschusetts, is among the most-prominent critics of the financial industry, and she and the other lawmakers are all members of the Senate Banking Committee. They requested a response to the letters by Oct. 8.

While getting bills through the bitterly divided Congress is difficult, there is at least some bipartisan agreement that blank-check companies need tighter oversight. Republican Sen. John Kennedy, who also sits on the banking panel, introduced legislation in April that would require stepped up disclosures for SPAC founders.

Executives and academics that advise the SEC have also said they want more transparency. The advisory group recommended earlier this month that the regulator conduct and publish an analysis of the SPAC industry and "more intensively" regulate listings.

While the issuance of new SPACs has slowed, many blank-check companies are still racing to spend the almost $200 billion they've raised since the middle of last year. Meanwhile, many retail investors are already feeling the pain -- more than half of SPACs that have announced deals but haven't completed them are trading below their listing price. To be sure, investors who don't want to be a part of the merger can redeem at $10 per share, plus interest.

Information Warren and the other lawmakers sought includes:

- A list of SPACs the executives have been involved with.

- The past or projected financial performance of acquisition targets.

- Whether the SPACs or their acquisition targets have business relationships with other entities the executives have financial stakes in.

- A list of any lawsuits and regulatory investigations involving the SPACs the executives founded and the same legal matters tied to target companies.