SPACs Shaken Up By SEC – Corporate/Commercial Law

IPOs and resulting business combination transactions
(“de-SPAC transactions”), by special purpose
acquisition companies (“SPACs”), have become a
significant part of the U.S. corporate landscape over the past
several years. With the growing popularity of SPACs and the
increased scrutiny of these vehicles in the media and by
regulators, the SEC has proposed sweeping new rules and rule
amendments to add disclosure requirements and liability risks for
participants in the SPAC marketplace.

The total number of SPAC IPOs reached record highs in 2021,
increasing to 613 from 248 in 2020. There were 298 SPAC IPOs
completed in the first quarter of 2021, declining to 60 in the
second quarter, and then rebounding to 166 in the fourth quarter.
As for de-SPAC transactions, approximately 220 closed during 2021,
representing aggregate deal volume of approximately $400
billion.

Given this significant level of activity, and the concerns that
have been expressed by some market observers about various aspects
of the SPAC structure and the adequacy of the disclosures provided
to investors in SPAC transactions, the Securities and Exchange
Commission (the “SEC”) has taken aim at SPACs through
the issuance of guidance and statements on several occasions since
December 2020.¹

Through its analysis, the SEC determined that greater
transparency and more robust investor protections could assist
investors in evaluating and making investment, voting and
redemption decisions with respect to transactions involving SPACs.
Accordingly, on March 30, 2022, the SEC proposed sweeping new rules
and rule amendments to enhance existing disclosure requirements and
investor protections in IPOs by SPACs and in de-SPAC transactions.
If adopted as proposed, these new rules and rule amendments would
dramatically impact the SPAC landscape, and could make the
desirability and timing of de-SPAC transactions much more
uncertain. These proposals, which are set forth in a 372 page
proposing release (the “Proposing Release”), include
the following:

• a new Subpart 1600 of Regulation S-K that would set forth
  specialized disclosure requirements in connection with SPAC IPOs
  and de-SPAC transactions;




• amendments to provide procedural protections and to align the
  disclosures provided, as well as the legal obligations of
  companies, in de-SPAC transactions more closely with those in
  traditional IPOs, including the removal of the safe harbor under
  the Private Securities Litigation Reform Act of 1995 (the
  “PSLRA”) for forward looking statements made in
  connection with de-SPAC transactions;




• a new Rule 140a under the Securities Act of 1933, as amended
  (the “Securities Act”), that would deem anyone who has
  acted as an underwriter of the securities of a SPAC and takes steps
  to facilitate a de-SPAC transaction, or any related financing
  transaction or otherwise participates in the de-SPAC transaction,
  to be an underwriter in the de-SPAC transaction;




• a new Rule 145a under the Securities Act that would deem any
  business combination of a reporting shell company involving another
  entity that is not a shell company to involve a sale of securities
  to the shareholders of the reporting shell company;




• new Article 15 of Regulation S-X to more closely align the
  financial statement reporting requirements in business combinations
  involving a shell company and a private operating company with
  those in traditional IPOs;




• amendments to Regulation S-K to enhance the reliability of
  projection disclosures; and




• a new safe harbor under the Investment Company Act of 1940 (the
  “Investment Company Act”) for SPACs that satisfy
  certain conditions that limit their duration, asset composition,
  business purpose and activities.

The proposals are discussed in more detail below. The proposals
are open for comment until the later of 30 days after publication
in the Federal Register or May 31, 2022.

Proposed New Subpart 1600 of Regulation S-K

In the Proposing Release, the SEC proposed to add new Subpart
1600 to Regulation S-K to set forth specialized disclosure
requirements applicable to SPACs regarding the sponsor, potential
conflicts of interest and dilution, and to require certain
disclosures on the prospectus cover page and in the prospectus
summary. Proposed Subpart 1600 would also require enhanced
disclosure for de-SPAC transactions, including the requirement to
provide a fairness determination. The specifics of new Subpart 1600
are summarized below.

Definitions

For purposes of proposed new Subpart 1600, the SEC proposed to
define certain key terms, such as “special purpose
acquisition company”, “de-SPAC transaction”,
“target company”, and “SPAC sponsor”.

As proposed, a “special purpose acquisition company”
is broadly defined as “a company that has indicated that its
business plan is to (1) register a primary offering of securities
that is not subject to the requirements of Rule 419 under the
Securities Act; (2) complete a de-SPAC transaction within a
specified time frame; and (3) return all remaining proceeds from
the registered offering and any concurrent offerings to its
shareholders if the company does not complete a de-SPAC transaction
within the specified time frame,” and a “de-SPAC
transaction” is broadly defined as “a business
combination such as a merger, consolidation, exchange of
securities, acquisition of assets, or similar transaction involving
a SPAC and one or more target companies (contemporaneously, in the
case of more than one target company).”

Sponsors

In view of the central role of the sponsor in a SPAC’s
activities, the SEC proposed Item 1603(a) to require additional
disclosure about the sponsor, its affiliates and any promoters of
the SPAC in registration statements and schedules filed in
connection with SPAC registered offerings and de-SPAC transactions.
Such disclosure would include:

• the experience, material roles and responsibilities of these
  parties, as well as any agreement, arrangement or understanding (1)
  between the sponsor and the SPAC, its executive officers, directors
  or affiliates, in determining whether to proceed with a de-SPAC
  transaction, and (2) regarding the redemption of outstanding
  securities;




• the controlling persons of the sponsor and any persons who have
  direct and indirect material interests in the sponsor, as well as
  an organizational chart that shows the relationship between the
  SPAC, the sponsor and the sponsor’s affiliates;




• tabular disclosure of the material terms of any lock-up
  agreements with the sponsor and its affiliates; and




• the nature and amounts of all compensation that has or will be
  awarded to, earned by, or paid to the sponsor, its affiliates and
  any promoters for all services rendered in all capacities to the
  SPAC and its affiliates, as well as the nature and amounts of any
  reimbursements to be paid to such persons upon the completion of a
  de-SPAC transaction.

The SEC noted in the Proposing Release that the foregoing
disclosures are intended to provide prospective investors and
existing shareholders with detailed information relating to the
sponsor that could be important in analyzing a SPAC, including
how the rights and interests of the sponsor, its affiliates and any
promoters may differ from, or conflict with, those of public
shareholders.

Conflicts of Interest

Wary of the many actual or potential conflicts of interest
between the sponsor and public investors within a SPAC’s
structure that could influence the actions of the SPAC, the
SEC proposed requiring disclosure of any actual or potential
material conflict of interest between (1) the sponsor or its
affiliates or the SPAC’s officers, directors or promoters, on
the one hand, and (2) unaffiliated security holders, on the other
hand. This would include any conflict of interest in determining
whether to proceed with a de-SPAC transaction and any conflict of
interest arising from the manner in which a SPAC compensates the
sponsor or the SPAC’s executive officers and directors, or
the manner in which the sponsor compensates its own executive
officers and directors. In addition, the SEC proposed new Item
1603(c), which would require disclosure regarding the fiduciary
duties that each officer and director of a SPAC owes to other
companies.

Dilution

In light of the potential for significant dilution embedded
within the typical SPAC structure, and intending to help SPAC
investors to better understand the potential impact upon them of
the various dilutive events that may occur over the SPAC’s
lifespan, the SEC proposed Items 1602(a)(4), 1602(c) and 1604(c) to
require additional disclosure about the potential for dilution in
(1) registration statements filed by SPACs, including those for
IPOs, and (2) de-SPAC transactions.

As per the proposal, dilution disclosure would be required in
registration statements filed by SPACs other than for de-SPAC
transactions that would require a description of material potential
sources of future dilution following an IPO, as well as tabular
disclosure of the amount of potential future dilution from the
public offering price that will be absorbed by non-redeeming SPAC
shareholders, to the extent quantifiable. The proposed disclosure
would include a table reflecting a range of potential redemption
levels on the prospectus cover page of registration statements on
Forms S-1 and F-1 (including for an IPO) and, with respect to all
SPAC registration statements, including de-SPAC transactions, (x)
disclosure of each material potential source of additional dilution
that non-redeeming shareholders may experience at different phases
of the SPAC lifecycle by electing not to redeem their shares in
connection with the de-SPAC transaction and (y) a sensitivity
analysis in tabular format that shows the amount of potential
dilution under a range of reasonably likely redemption levels and
quantifies the increasing impact of dilution on non-redeeming
shareholders as redemptions increase.

The foregoing dilution disclosure would be in addition to the
dilution disclosure already required by Item 506 of Reg. S-K.

Prospectus Cover Page and Prospectus Summary
Disclosure

Responding to concerns raised about the complexity of
disclosures in registration statements filed by SPACs for IPOs
and de-SPAC transactions, the SEC proposed that certain
information be included on the prospectus cover page and in the
prospectus summary. While some of this information already
customarily appears in these locations, some items are new.

The information required on the inside cover page would include:
(1) for registered offerings other than de-SPAC transactions,
information about the time frame for the SPAC to consummate a
de-SPAC transaction, redemptions, sponsor compensation, dilution
and conflicts of interest; and (2) for de-SPAC transactions,
information about the fairness of the de-SPAC transaction, material
financing transactions, sponsor compensation and dilution, and
conflicts of interest.

The information required in the prospectus summary would
include, among other things: (1) for registered offerings other
than de-SPAC transactions, the process by which a potential
business combination candidate will be identified and evaluated,
tabular disclosure of sponsor compensation and the extent to which
material dilution may result from such compensation, and
information about material conflicts of interest; and (2) for
de-SPAC transactions, the background and material terms of the
de-SPAC transaction, the fairness of the de-SPAC transaction,
material conflicts of interest, and tabular disclosure on sponsor
compensation and dilution.

Disclosure and Procedural Requirements in De-SPAC
Transactions

To give investors an enhanced basis upon which to better
understand and evaluate the merits of a prospective de-SPAC
transaction, including the reasons for proposing such transaction
and choosing a particular structure and financing for it, the SEC
proposed a series of specialized disclosure and procedural
requirements in de-SPAC transactions.

Under proposed Item 1605, new disclosure items, that are
modeled, in part, on Item 1004(a)(2) and Item 1013(b) of Regulation
M-A, would be required. These would include a summary of the
background of the de-SPAC transaction, a brief description of any
related financing transaction, and the reasons for engaging in the
particular de-SPAC transaction. In addition, the SPAC would have to
disclose the effects of the transaction and any related
financing transaction on the SPAC, the sponsor, the target company
(and the affiliates of the foregoing) and unaffiliated stockholders
of the SPAC, which disclosure must include a reasonably detailed
discussion of both the benefits and detriments to non-redeeming
shareholders of the de-SPAC transaction and any related financing
transaction, with such benefits and detriments quantified to the
extent practicable. Further, disclosure of the material interest of
the sponsors, directors and officers of the SPAC in the de-SPAC
transaction or any related financing transaction, including any
interest in or affiliation with the target company, would be
required.

To address concerns regarding potential conflicts of interest
and misaligned incentives in connection with the decision to
proceed with a de-SPAC transaction, the SEC proposed Item 1606(a),
which would require the SPAC to state whether it reasonably
believes that the de-SPAC transaction and any related financing
transaction are fair or unfair to the SPAC’s unaffiliated
shareholders, and provide a discussion of the bases for this
statement. The disclosure would be required in any Forms S-4 and
F-4 or Schedules 14A, 14C and TO filed for a de-SPAC
transaction.

To provide additional transparency about whether a SPAC’s
board of directors and/or its sponsor have access to information
underlying a fairness determination that shareholders could find
useful in making voting, investment and redemption decisions in
connection with the de-SPAC transaction, the SEC proposed Item
1607. This new item would require disclosure about whether or not
the SPAC or its sponsor has received any report, opinion or
appraisal from an outside party relating to the consideration or
fairness of the consideration to be offered to security holders or
the fairness of the de-SPAC transaction or any related financing
transaction to the SPAC, the sponsor or unaffiliated shareholders
(which reports, opinions or appraisals would be filed as exhibits
to the applicable SEC filing).

Aligning De-SPAC Transactions with IPOs

In light of the increasingly common reliance on de-SPAC
transactions as a vehicle for private operating companies to access
the U.S. public markets, the SEC proposed a number of new rules and
rule amendments to align more closely the treatment of private
operating companies entering the public markets through de-SPAC
transactions with that of companies conducting traditional IPOs.
Overall, the proposed new rules and rule amendments are intended to
provide investors with disclosures and liability protections
comparable to those that would be present if the private operating
company were to conduct a traditional firm commitment IPO. The
rules and rule amendments that the SEC proposed in this area are
discussed below.

Aligning Non-Financial Disclosures in De-SPAC Disclosure
Documents

The SEC proposed that, if the target company in a de-SPAC
transaction does not file reports under Section 13(a) or 15(d) of
the Exchange Act, disclosure with respect to such company pursuant
to the following items in Reg. S-K would be required in the
registration statement or schedule filed in connection with
the transaction: (1) Item 101 (description of business); (2)
Item 102 (description of property); (3) Item 103 (legal
proceedings); (4) Item 304 (changes in and disagreements with
accountants on accounting and financial disclosure); (5) Item 403
(security ownership of certain beneficial owns and management,
assuming the completion of the de-SPAC transaction and any related
financing transaction); and (6) Item 701 (recent sales of
unregistered securities).

If the target is a foreign private issuer, it could, as
its option, provide the required disclosure in accordance
with Items 3.C, 4, 6.E, 7.A, 8.A.7 and 9.E of Form 20-F, consistent
with disclosure that could be provided by these entities in an
IPO.

Minimum Dissemination Period

To better ensure that shareholders have sufficient time to
consider the disclosures contained in filings made in connection
with de-SPAC transactions, the SEC proposed to amend Exchange Act
Rules 14a-6 and 14c-2, as well as to add instructions to Forms S-4
and F-4, to require that such prospectuses and proxy and
information statements be distributed to shareholders at least 20
calendar days in advance of a shareholder meeting or the earliest
date of action by consent, or the maximum period for disseminating
such disclosure documents permitted under applicable laws of the
SPAC’s jurisdiction of incorporation or organization if such
period is less than 20 days.

Private Operating Company as Co-Registrant to Form S-4 and
Form F-4

In an effort to hold directors and officers of private operating
companies in de-SPAC transactions accountable for the accuracy, and
to improve the reliability, of the disclosures contained in de-SPAC
registration statements, the SEC proposed amendments to Forms S-4
and F-4 to require that the SPAC and the target company be treated
as co-registrants when these registration statements are filed in
connection with de-SPAC transactions. Consequently, the additional
signatories to de-SPAC registration statements would be liable for
any material misstatements or omissions therein.

Re-Determination of Smaller Reporting Company
Status

To address the limited scenarios whereby certain post-business
combination companies can avail themselves of scaled disclosure and
other accommodations of smaller reporting companies when they
otherwise would not have qualified as such had they become public
through a traditional IPO, the SEC proposed to require a
re-determination of smaller reporting company status following a
de-SPAC transaction. This re-determination would occur prior to the
time the combined company makes its first SEC filing, other than
the Form 8-K with Form 10 information, with the public float
threshold measured as of a date within four business days after the
closing of the de-SPAC transaction and the revenue threshold
determined by using the annual revenues of the target as of the
most recently completed fiscal year for which audited financial
statements are available.

PSLRA Safe Harbor

The PSLRA provides a safe harbor for forward-looking statements
– including projections – under the Securities Act and
the Exchange Act, under which a company is protected from liability
for forward-looking statements in any private right of action under
the Securities Act or Exchange Act when, among other things, the
forward-looking statement is identified as such and is accompanied
by meaningful cautionary statements. While the safe harbor is
currently available in connection with de-SPAC transactions, it is
not available for offerings by “blank check companies”
(which term, in general, does not include SPACs) or for IPOs.

To address this disparity, the SEC proposed to amend the
definition of “blank check company” for purposes of the
PSLRA so that it would encompass SPACs. Specifically, under the
proposed definition, a “blank check company” would be
defined as “a company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a
merger or acquisition with an unidentified company or companies, or
other entity or person.” As a result, the safe harbor would
no longer be available in connection with de-SPAC transactions,
thereby increasing the risks for SPACs and target companies (and
their directors and officers) arising from any forward-looking
disclosures or projections they may make.

Underwriter Status and Liability in Securities
Transactions

The SEC noted in the Proposing Release that
“underwriters” – a term that is broadly defined
and interpreted under the Securities Act – form an essential
link in the distribution of securities from an issuer to investors.
As a result of their participation in an issuer’s offering of
securities, underwriters are exposed to potential liability under
the Securities Act, including liability under Sections 11 and
12(a)(2) of the Securities Act. This exposure to liability, in the
SEC’s view, provides strong incentives for underwriters to
perform robust due diligence in connection with offerings for which
they serve as underwriters, and as a result, provides significant
investor protections to those who acquire securities sold in such
offerings.

Operating under the theory that, even though the timing of a
SPAC IPO and a de-SPAC transaction is bifurcated because a private
operating company is not identified at the IPO stage, the result of
a de-SPAC transaction, however structured, is consistent with that
of a traditional IPO, the SEC proposed new Rule 140a under the
Securities Act. The proposed rule would clarify that a person who
has acted as an underwriter in a SPAC IPO and participates in the
distribution by taking steps to facilitate the de-SPAC transaction,
or any related financing transaction, or otherwise participates
(directly or indirectly) in the de-SPAC transaction, will be deemed
to be engaged in the distribution of the securities of the
surviving public entity in a de-SPAC transaction. In this way,
according to the SEC, the proposed rule underscores and reinforces
that the liability protections in de-SPAC transactions involving
registered offerings have the same effect as those in underwritten
IPOs.

The SEC went on to note that, although proposed Rule 140a only
addresses the underwriter status of the SPAC IPO underwriter in the
context of a de-SPAC transaction, federal courts and the SEC may
find that other parties involved in de-SPAC transactions, including
other parties that perform activities necessary to the successful
completion of de-SPAC transactions (such as financial advisors,
PIPE investors or other advisors), are “statutory
underwriters” under the Securities Act, and thus subject to
the same level of liability.

Business Combinations Involving Shell Companies

Shell Company Business Combinations and the Securities
Act

The SEC noted that, depending upon the type of transaction
structure deployed, in many cases the shareholders of reporting
shell companies that were entering into business combination
transactions with private operating companies were not receiving
the same disclosure and liability protections under the Securities
Act as would normally be afforded to investors in the private
operating company, especially if the private company was conducting
its IPO. To address this disparity, the SEC proposed new Rule 145a
under the Securities Act. Under the proposed rule, any business
combination of a reporting shell company involving another entity
that is not a shell company would be deemed to involve a sale of
securities to the reporting shell company’s shareholders. As
a result, appropriate disclosures and protections under the
Securities Act would need to be provided to the shareholders of the
reporting shell company in this context.

Financial Statement Requirements in Shell Company Business
Combination Transactions

In order to reduce any asymmetries between financial statement
disclosures in business combination transactions involving shell
companies and traditional IPOs, the SEC proposed amendments to its
forms, schedules and rules to more closely align the financial
statement reporting requirements in those two scenarios.

Specifically, in proposed Rule 15-01 of Regulation S-X, the SEC
proposed:

• aligning the number of fiscal years required to be included in
  the financial statements for a private company that will be the
  predecessor in a shell company combination with the financial
  statements required to be included in an IPO registration
  statement;




• aligning the level of audit assurance required for the
  target company in business combination transactions involving
  a shell company with the audit requirements for an IPO;




• basing the age of financial statements for a private operating
  company that would be the predecessor to a shell company in a
  registration or proxy statement on whether the private
  operating company would qualify as a smaller reporting company if
  filing its own initial registration statement; and




• permitting the exclusion of financial statements of a shell
  company, including a SPAC, for periods prior to the acquisition
  once (x) the financial statements of the shell company have been
  filed for all required periods through the acquisition date and (y)
  the financial statements of the registrant include the period in
  which the acquisition was consummated.

Enhanced Projections Disclosure

In an effort to address concerns about the use of projections in
de-SPAC transactions and similar circumstances, the SEC proposed to
amend Item 10(b) of Regulation S-K to expand and update the
SEC’s views on the use of projections, and to add new Item
1609 of Regulation S-K that would apply to financial projections
used in de-SPAC transactions and would set forth additional
disclosure requirements relating to financial projections.

As amended, Item 10(b) would state that:

• any projected measures that are not based on historical
  financial results or operational history should be clearly
  distinguished from projected measures that are based on historical
  financial results or operational history;




• it generally would be misleading to present projections that
  are based on historical financial results or operational history
  without presenting such historical measure or operational history
  with equal or greater prominence; and




• the presentation of projections that include a non-GAAP
  financial measure should include a clear definition or explanation
  of the measure, a description of the GAAP financial measure to
  which it is most closely related, and an explanation why the
  non-GAAP financial measure was used instead of a GAAP measure.

The guidance provided in Item 10(b) would apply to
projections of future economic performance of persons other than
the SPAC, such as the target company in a de-SPAC transaction, that
are included in the SPAC’s SEC filings.

Proposed new Item 1609, which would apply only to de-SPAC
transactions, would require the following additional
disclosures:

• the purpose for which any projections were prepared and the
  party that prepared them;




• all material bases of, and all material assumptions underlying,
  any disclosed projections, as well as any factors that may
  materially impact such assumptions; and




• a statement as to whether the disclosed projections still
  reflect the view of the board or management as of the filing
  date.

Proposed Safe Harbor Under the Investment Company Act

To assist SPACs in focusing on, and appreciating when, they may
be subject to investment company regulation, the SEC proposed a
new safe harbor from the definition of “investment
company” under Section 3(a)(1)(A) of the Investment Company
Act for SPACs that meet the conditions set forth below. The SEC
designed the conditions of the safe harbor to align with the
structures and practices that it believes would distinguish a SPAC
that is likely to raise serious questions as to its status as an
investment company from one that would not raise such
questions.

To rely on the proposed safe harbor, the SPAC would have to meet
the following conditions:

• the SPAC’s assets must consist solely of government
  securities, government money market funds and cash items;




• the SPAC would be limited to seeking to complete a single
  de-SPAC transaction as a result of which the surviving public
  entity, either directly or through a primarily controlled company,
  will be primarily engaged in the business of the target company or
  companies, which is not that of an investment company. Note that
  although the SPAC would be able to engage in only one de-SPAC
  transaction while relying on the safe harbor, such transaction may
  involve the combination of multiple target companies, provided that
  the SPAC treats them for all purposes as part of a single de-SPAC
  transaction;




• the SPAC must seek to complete a de-SPAC transaction in which
  the surviving company has at least one class of securities listed
  for trading on a national securities exchange;




• the SPAC must be primarily engaged in the business of seeking
  to complete a de-SPAC transaction in the manner and within the time
  frame set forth in the rule (and thus not in the business of
  investing, reinvesting or trading in securities), and the
  SPAC’s board of directors would need to adopt an appropriate
  resolution to evidence such intention; and




• the SPAC must file a Form 8-K announcing that it has entered
  into an agreement with a target company to engage in a de-SPAC
  transaction no later than 18 months after the effective date of the
  IPO registration statement, and then must complete the de-SPAC
  transaction no later than 24 months after the effective date of the
  IPO registration statement. The SPAC would be required to
  distribute its assets in cash to investors as soon as reasonably
  practicable if it does not meet either the 18-month or 24-month
  deadline.

Conclusion

As noted above, the new rules and rule amendments proposed by
the SEC, if adopted as proposed, would have a dramatic impact on
the SPAC marketplace. The enhanced disclosure requirements, as well
as the expansion of liability regarding projections, target
companies (and their directors and executive officers) and IPO
underwriters, could add costs and delays throughout the SPAC
lifecycle, and thus cause market participants to pursue other types
of transactions. We will continue to monitor the SEC’s
proposal and other developments in the rapidly-evolving SPAC space,
and provide updates as situations develop.

Footnote

1. These statements include: (i) CF Disclosure
Guidance: Topic 11 – Special Purpose Acquisition
Companies (December 2020), which provided the views of
the Staff of the Division of Corporation Finance about certain
disclosure considerations for SPACs in connection with their IPOs
and subsequent de-SPAC transactions; (ii) Staff Statement
on Select Issues Pertaining to Special Purpose Acquisition
Companies (March 2021), which addressed certain
accounting, financial reporting and governance issues that private
operating companies should consider before merging with a SPAC;
(iii) Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition
Companies (April 2021), which expressed the SEC’s
position that many SPAC warrants should be accounted for as
liabilities on the balance sheet; and (iv) Public
Statement on SPACs, IPOs and Liability Risk under the Securities
Laws (April 2021), in which the Acting Director of the
Division of Corporation Finance questioned whether SPACs should be
allowed to rely on the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of
1995.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.