D.C. partners Jon Talcott and Andy Tucker will speak on panels at the Proptech & Real Estate SPACs Virtual Forum, hosted by the Information Management Network (IMN) on March 2. 

Tucker will speak on "Legal, Tax, Accounting & Risk Management: What are the Key Questions SPAC Issuers, Investors & Target Companies Must Answer," to be held from 11:05-11:50 a.m. EST and covering topics such as:

• Formation, structures and economic terms
• Structural IPO, warrant & PIPE issues
• SEC communication, disclosure and reporting requirements: S-4’s and beyond
• Is the SPAC or target the acquirer for accounting purposes? Is the nature of the transaction an acquisition or recapitalization? What kind of other legal complexities come out during the merger stage?
• Jurisdictional issue and international real estate company acquisition by a SPAC
• Rep & warranty insurance
• Avoiding fair disclosure regulations
• Accounting, financial statements and reporting for shell vs. non-shell companies
• Tax deferrals, investor tax treatment & REIT issues
• Cost of D&O Insurance: Where is it going?
• Recent cases and litigation environment 

Tucker is a corporate and securities adviser to growing companies.

Talcott will speak on "The Evolution SPAC Structural Options, Sponsor Equity & Fees and Economic Models," to be  held from 4:20-5:05 p.m. EST and covering topics such as:

• Warrants vs. shares and promotes
• Repricing mechanisms
• Alternative jurisdiction considerations and what the market thinks about non-US jurisdictions?
• C-Corp and other structures, pre- and post-close
• Makeup of board of directors
• Variations on an Up-C structure for tax-deferral purposes
• How much equity to the sponsor?
• Third-party investment in sponsor shares
• Diluting shares and negotiating away the 20% equity
• Alignment of interests

Talcott chairs the firm's securities practice.

Founded in 1994, IMN organizes institutional finance and investment conferences. The Virtual Real Estate SPAC Forum addresses one of the most pressing topics in the real estate industry, Special Purpose Acquisition Companies.