We examine the IPOs of and acquisitions made by special purpose acquisition corporations (SPACs). This unique sample provides a perspective on these two corporate events unencumbered by much of the typical confounding information. We find the IPO gross spreads of these simple firms similar to the spreads accompanying the IPOs of much more complex firms. This result is consistent with illogically sticky spreads. We find acquirer announcement returns roughly triple that of typical acquisitions. Since these returns disproportionately reflect the valuation split between acquirer and target, they suggest that the lower returns of typical acquisitions stem from overestimating synergies and/or new information regarding the bidder.

Although the SEC's main charge is to ensure the disclosure of material information, it has not always consistently defined materiality. We show that acquisitions of privately-held targets classified as “insignificant” by the SEC appreciably affect market prices, and therefore are material by the SEC's definition. We find significant returns in transactions with targets as small as 2% – compared with the SEC's disclosure threshold of 20% – of the acquirer. Further, an average of 19 undisclosed private acquisitions per year exceed the median IPO value in the same year for our sample period. However, because the SEC deems these transactions insignificant, information like target financial statements remains undisclosed to the market. Disclosure rules regarding target financial statements thus create a regulatory disconnect, in which information that is material is nevertheless deemed “insignificant” and therefore not disclosed.