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    There’s a shortage of accountants in the U.S. Here’s what to do if you can’t find one for tax season

    Smart Tax Planning

    If you’re looking for an accountant to help you with your taxes this year, good luck.
    As fewer college students graduate with accounting degrees, the number of accountants and certified public accountants has been declining.
    Therefore, you might need to get creative if you have not secured a tax preparer yet.

    Alvaro Gonzalez | Moment | Getty Images

    Why there’s an accounting shortage

    Accounting has a reputation of long work hours coupled with stressful deadlines, leading college students to opt for other lucrative roles in finance like investment banking, consulting or data analysis.
    The declining birth rate also plays a role into the low supply of accountants, according to Henry Grzes, lead manager for tax practice and ethics with the American Institute of CPAs.

    “It is reflective of a declining population of individuals who are pursuing those degrees that would allow them to sit for the CPA exam, but that’s coupled with the fact that there’s less students in general,” Grzes said.

    While the results from 2020 and 2022 could have been impacted by the Covid-19 pandemic, Grzes says the bumps of new test takers in 2010 and 2016 reflect a change in the CPA exam.
    Therefore, to address the decline of new professionals in the field and “expand the CPA pipeline,” the format of the CPA exam will face changes that will go into effect this year, Grzes said.
    In 2024, the new CPA exam will consist of three core sections: Financial Accounting and Reporting, Auditing and Attestation, and Taxation and Regulation. Candidates will take an additional exam of the discipline of their choice: Business Analysis and Reporting (BAR), Information Systems and Controls (ISC) and Tax Compliance and Planning (TCP).
    “That’s the reason the exam was changed: to allow more people to have that designation. The CPA designation is a very important standard,” Grzes said.
    However, these efforts will take time to materialize in the market. For now, here are some things you can do if you need an accountant this tax season:

    1. Broaden your search to enrolled agents

    If you couldn’t hire an accountant or CPA to handle your taxes, enrolled agents may be a safe bet.
    Enrolled agents are experts who focus solely on taxes and must pass three exams (an individual exam, a business returns exam and an ethics exam) that are offered directly through the IRS, said Tommy Lucas, a certified financial planner and enrolled agent at Moisand Fitzgerald Tamayo in Orlando, Florida.
    Some tax preparers only carry a preparer tax identification number or PTIN. While they can certainly prepare and file your tax returns, they can’t represent taxpayers before the IRS in case there’s any notices or an audit, add Lucas.
    However, tax attorneys, CPAs and enrolled agents can represent taxpayers.
    “If a client receives a a notice, I can contact the IRS on their behalf,” Lucas said.

    2. Consider online filing options

    There are a number of tax filing options available for consumers online, that are free and paid.
    Paid tax software may have options that offer you some expert support, such as TurboTax, H&R Block and TaxSlayer. These platforms all have access plans that offer some kind of professional support for a higher fee.
    However, before your type in your personal information into external tax filing platforms, make sure you have a full understanding of the costs and the expertise of the platform’s experts providing tax help.

    3. Look into local community resources

    The IRS has a programs that offer free basic tax return preparation for qualified individuals: volunteer income tax assistance, or VITA, and tax counseling for the elderly.
    Make sure the volunteer workers have completed the annual filing season program in addition to having a PTIN.
    “That will at least give baseline knowledge to prepare a simple individual tax return,” Lucas explained.

    4. File your taxes later in the year

    If a CPA you hope to work with isn’t taking on new clients during tax season, see if you can negotiate for help later in the year, Lucas said.
    To get an automatic six-month extension, you have to file Form 4868 online through IRS Free File. Or, you can make an electronic payment and select “extension” as the reason, adding an automatic six-month extension without filing Form 4868. Keep in mind that you still need to pay taxes owed by the April deadline.
    In the meantime, make sure to have all of your documents in order, it’s “the number one thing to stand out,” said Lucas.
    Putting someone through the additional task of organizing your records will not only give the tax preparer more work, you might get a higher fee.
    “[Those] who just hand you all their receipts and their bank statements and now you have to do the book keeping on top of it … that’s very much frowned upon,” Lucas said. More

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    44% of Americans can’t pay an unexpected $1,000 expense from savings. ‘We’re just not wired to save,’ expert says

    Many Americans cannot cover a $1,000 emergency expense with cash, a new survey finds.
    It may not be our fault. “We’re just not wired to save,” a behavioral finance expert says.
    But there are steps you can take to make it more emotionally satisfying to set aside money.

    Brand X Pictures | Stockbyte | Getty Images

    When faced with an unexpected $1,000 expense, more than one-third of Americans would borrow the money, according to a new Bankrate survey. That may include tapping their credit cards, seeking money from friends or family or taking out a personal loan.
    Most would not turn to cash savings because they don’t have it, the personal finance website found.

    Fewer than half of Americans, 44%, say they can afford to pay a $1,000 emergency expense from their savings, according to Bankrate’s survey of more than 1,000 respondents conducted in December.
    That is up from 43% in 2023, yet level when compared to 2022.
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    “We’re just not wired to save,” said Brad Klontz, a certified financial planner and expert in financial psychology and behavioral finance. Our brains are instead programmed to focus on our immediate needs.
    Saving “goes against our natural instincts,” said Klontz, who is a member of the CNBC Financial Advisor Council.

    But there are steps you can take to rewire how you think about savings and meet your goals.

    Why Americans are prone to ‘financial fragility’

    Almost two-thirds of respondents, 63%, say high inflation has left less room to save for emergencies. Meanwhile, just 19% say they are saving more because of high interest rates.
    “There’s a persistence of fragility in American society,” said Mark Hamrick, senior economic analyst at Bankrate.
    “There’s more financial fragility out there than I think is widely understood,” he said.

    The Covid-19 pandemic, which prompted millions of Americans to seek help from food banks amid widespread layoffs and furloughs, is one example of how a sudden income loss can make it impossible to pay for everyday needs, Hamrick noted.
    Living paycheck to paycheck has become the norm for many Americans, research has found. That leaves people little to no opportunity to save.
    To build a cash cushion, the best advice is to start with your current budget and adjust your spending. Where you can, save first and spend second, Hamrick said.
    Experts generally recommend having three to six months’ living expenses set aside to protect against unexpected events.
    Yet, year after year, surveys show building meaningful emergency savings remains a difficult hurdle for many Americans.

    How to reframe how you think about saving

    To successfully boost emergency savings, it may help to reframe the way you think about that goal, Klontz, said. What may help to overcome that is to visualize, which helps create an emotional experience that can help activate behavioral change.
    For example, picture a worst-case scenario such as losing your job, Klontz suggested.
    If that income stopped tomorrow, how many months would you have before your belongings are out on the street, or until you have to call a friend or relative to beg to stay with them? Or how long before you start withdrawing money from your retirement funds? How long would it delay your retirement?
    By tapping into how those situations would make you feel, you become emotionally invested in taking action, Klontz said.

    The next step is to identify ways to stop spending money and direct it toward an emergency fund, which admittedly can be a “painful exercise” for many Americans, Klontz said.
    Instead, many people tend to think of their credit cards as an emergency fund, which may lead them to pay interest rates of 20% or more if they use it to cover an unexpected event and do not pay it off in the first month.
    Likewise, if you keep a surplus of cash in your checking account, you’re more likely to spend it, Klontz said.
    Another way to help encourage savers to take action is to name the emergency fund something emotionally triggering, Klontz said, such as “financial security fund” or “financial freedom fund.”
    By labeling the money something that’s associated with an emotional attachment such as financial security, you’ll be less likely to dip into that money to go out to eat, Klontz said.
    That “psychological barrier” may help protect the emergency fund money, he said.Don’t miss these stories from CNBC PRO: More

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    IRS has started simplifying millions of complicated taxpayer notices ahead of the filing season

    Smart Tax Planning

    The IRS said it has started to simplify the millions of notices sent to taxpayers every year.
    The Simple Notice Initiative plans to review and redesign hundreds of IRS notices, aiming to help resolve issues faster and boost compliance.

    U.S. Treasury Secretary Janet Yellen speaks at the International Brotherhood of Electrical Workers 357 union hall in Las Vegas on Aug. 14, 2023.
    Ronda Churchill | Bloomberg | Getty Images

    With the opening of tax season only days away, the IRS has unveiled a plan to simplify the millions of complicated notices sent to taxpayers every year.
    As part of the agency’s multibillion-dollar modernization efforts, the IRS has started to review and redesign hundreds of IRS notices — such as letters about unfiled returns, taxes owed or filing errors — aiming to help resolve issues faster and boost compliance.

    “Redesigned notices will be shorter, clearer and easier to understand,” Treasury Secretary Janet Yellen said during a press call Tuesday. “Taxpayers will see the difference when they open the mail and when they log into their online accounts.”

    More from Smart Tax Planning:

    Here’s a look at more tax-planning news.

    Known as the “Simple Notice Initiative,” the program will eventually cover the roughly 170 million notices sent to taxpayers every year, according to the IRS.
    The IRS has already redesigned 31 notices ahead of the 2024 filing season. Roughly 20 million revised notices were sent during the 2022 calendar year, it reports. The agency aims to “review, redesign, and deploy” the majority of IRS letters received by taxpayers by 2025.
    The program builds on the agency’s paperless processing initiative announced in August, which now allows taxpayers to respond to IRS notices online.
    “The next step is to make these notices easily understandable,” Yellen said.

    IRS notices need ‘plain language’

    “We need to put more of these letters into plain language, something an average person can understand without needing to hire a tax or legal professional,” IRS Commissioner Danny Werfel said during the Tuesday press call. 
    He said clearer notices can “create a ripple effect” by reducing phone calls and in-person visits and freeing up staff to assist other taxpayers.  

    While the agency has dramatically improved taxpayer service since the pandemic, there is still room for improvement, according to the National Taxpayer Advocate’s annual report to Congress released earlier in January.
    Werfel said clearer notices will also improve taxpayer compliance and bring in uncollected tax revenue by helping filers better understand how much they owe.
    The Simple Notice Initiative comes amid continued scrutiny of the IRS and billions of dollars of funding approved by Congress over the next decade. Part of the enhanced budget was already rescinded during spending negotiations in 2023.

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    Despite Supreme Court ruling, Biden has forgiven student debt for millions. Is it enough for voters?

    As President Joe Biden pushes for reelection, his administration has been exploring all of its options to forgive student debt.
    He’ll need to overcome voters’ disappointment that his sweeping loan cancellation plan never materialized after the Supreme Court struck it down, experts say.

    U.S. President Joe Biden talks to reporters as he departs the White House on June 28, 2023 in Washington, DC.
    Chip Somodevilla | Getty Images

    The Supreme Court’s conservative majority in June ruled that President Joe Biden didn’t have the authority to cancel student debt for millions of Americans.
    He’s still trying.

    In what one legal scholar described as “a very direct confrontation with the Court,” Biden held a press briefing from the White House just hours after the justices issued their verdict.
    “Today’s decision has closed one path,” the president said. “Now we’re going to pursue another.”
    That alternative plan, which has become known as Biden’s Plan B, could forgive student debt for as many as 10 million people, according to one estimate. The president may try to deliver that relief before November.
    As Biden prepares for the 2024 presidential election and tries to turn around his recent struggles with young voters, his administration has explored all of its existing authority to leave people with less student debt.
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    In addition to the president’s second attempt to deliver sweeping student loan cancellation, the U.S. Department of Education, under his tenure, has made a number of improvements to the government’s current debt forgiveness programs. As a result of those changes, more than 3.7 million Americans have received loan cancellation, totaling $136 billion in aid.
    “President Biden has done more to implement student loan forgiveness than any previous president,” said higher education expert Mark Kantrowitz.
    A spokesperson for the White House did not respond to a request for comment.

    Forgiveness may drive ‘votes or disengagement’

    During the 2020 presidential campaign, Biden promised voters that he’d forgive a large amount of student debt if he made it to the White House. That vow likely played a role in the unprecedented turnout of college students in the election, experts say. Young voters also proved crucial to Biden’s success in several key states, including Arizona, Michigan and Pennsylvania.
    Ultimately, the Supreme Court blocked the president from fulfilling his campaign promise last summer, ruling that his $400 billion loan cancellation plan exceeded the power of the executive branch. That decision came after the Biden administration opened applications for its loan relief of up to $20,000 per borrower and announced to some that it had “fully approved” their relief.
    At the very least, that has likely left many young voters feeling frustrated with the political process, said Adam Gismondi, director of the National Study of Learning, Voting, and Engagement at Tufts University, the largest survey of college student voting in the U.S.
    “It seemed to be straightforward and achievable, but the political realities often end up complicating proposed policy solutions,” Gismondi said. He cautioned that it was far from certain where young voters will stand by November, and if student loan forgiveness “drives votes or disengagement” in the end.

    To be sure, voters who support cancellation of the debt likely won’t find a more appealing stance in Biden’s opponent. Republicans largely oppose debt jubilees.
    Former President Donald Trump said at a campaign event last summer that Biden’s effort to relieve people of their debts “would have been very unfair to the millions and millions of people who paid their debt through hard work and diligence.” While in office, Trump also looked to kill the popular Public Service Loan Forgiveness program, which clears the debt of government and certain nonprofit workers after a decade.

    Are current forgiveness efforts enough for voters?

    Still, Astra Taylor, co-founder of the Debt Collective, a union for debtors, believes Biden has to do more.
    “Over 40 million people were promised cancellation, a number that dwarfs the 3.7 million who have received some measure of relief,” Taylor said. “That ratio needs to dramatically change if Biden wants to regain the trust of voters.”
    But Amanda Taylor, a blogger in St. Louis, doesn’t fault the president. (Taylor is not related to Astra Taylor.)
    Instead, she blames the GOP-led states that brought the lawsuit challenging Biden’s broad-based student loan forgiveness plan, and which the justices ultimately sided with.
    “I believe Biden is doing everything within his power to make good on his promise,” said Taylor. “So much so, some people believe he is defying the [Supreme Court’s] orders.” (Taylor, who is 47, graduated with around $20,000 in student debt but has since paid it off.)

    Sam Berndt, a computer scientist who lives in Pasadena, California, disagreed that Biden is doing all he can and believes the president has other legal authority at his disposal that he hasn’t tapped.
    Berndt owes close to $40,000 in student debt, and doesn’t know who he’ll vote for come November.
    In the meantime, he’s frustrated that the president is pointing his finger at Republicans and the Supreme Court as his reason for not doing more to address the student loan crisis.
    “For the 43 million student loan borrowers, President Biden is at the helm,” Berndt said.
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    Education Department’s FAFSA inflation fix will free up $1.8 billion more in aid for students

    The Education Department says it will fix a problem with outdated inflation figures in the new FAFSA, which will result in more college financial aid for students applying this year.
    Due to this change, experts say, financial aid letters could be delayed.
    This is just the latest complication in a rollout that has already proven problematic.

    The U.S. Department of Education says it plans to update a key part of the new Free Application for Federal Student Aid formula, which will result in $1.8 billion more in aid for college-bound students this year.
    The announcement comes weeks after the simplified FAFSA soft launched Dec. 30 after a monthslong delay.

    Since then, the 2024-25 form has been plagued by problems.

    How inflation data affects student aid

    One of the issues has been specifically related to the new FAFSA’s affordability calculation, called the “Student Aid Index,” which estimates how much a family can afford to pay. At launch, the new FAFSA relied on old consumer price index figures from 2020, before the recent runup in inflation.
    “In prior years, it wouldn’t matter all that much because inflation was low,” according to Kalman Chany, a financial aid consultant and author of The Princeton Review’s “Paying for College.”
    In this case, “the numbers are significantly understated.”
    The Consolidated Appropriations Act stipulated that the Education Department is required to update the SAI tables every year based on the latest CPI data.

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    In the buildup to the soft launch, the Education Department said it didn’t plan to update those tables this year, but will update them for the 2025-26 aid cycle.
    However, a department spokesperson has now confirmed that those inflation adjustments will be made this year.
    “The U.S. Department of Education will be updating the supporting tables used in the Student Aid Index (SAI) calculation that account for inflation for the 2024-2025 award year,” the spokesperson said. “By doing so, students will have access to an additional $1.8 billion in federal student aid.”

    More students could qualify for a Pell Grant

    Making those numbers current will reduce the portion of a family’s income that is considered available for educational expenses, resulting in a lower Student Aid Index and potentially increased financial aid eligibility, according to Justin Draeger, president of the National Association of Student Financial Aid Administrators.

    As a result, more middle- and higher-income students could qualify for a Pell Grant, a type of aid available to low-income families, added higher education expert Mark Kantrowitz. Currently, the maximum Pell Grant award is $7,395.
    “Students on the edge of Pell Grant eligibility could be most affected,” Kantrowitz said.
    There will be less of an effect on lower-income students whose expected family contribution was already $0.

    Schools are waiting on FAFSA information

    The Education Department previously said that once students successfully submit a completed FAFSA form, that information will be sent to schools in late January.
    “With less than a week to go, the Department has announced a significant operational change that clearly throws that date into question,” Draeger said.
    It is still unclear whether this will affect that timeline or cause further delays. Schools are waiting on the FAFSA information to begin building financial aid packages and to give students and families enough time to review and compare financial aid offers.
    The Education Department said it will share more details on its timeline for the update soon.
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    College enrollment picks up for the first time in over a decade — but student loan debt is still a major sticking point

    College enrollment picked up this fall but remains well below pre-pandemic levels.
    Associate degrees and shorter-term credential programs are now gaining steam over four-year degrees, according to the National Student Clearinghouse’s latest research.
    Still, earning a bachelor’s is almost always worthwhile, other research shows.

    For the first time in over a decade, more students are choosing to go to college.
    Undergraduate enrollment rose 1.2% in the fall of 2023 compared with one year earlier — a gain of roughly 176,000 students, according to the National Student Clearinghouse’s latest research.

    “The number of students in college has finally turned the corner after years of decline,” said Doug Shapiro, executive director of the National Student Clearinghouse Research Center.
    “The small uptick this fall is a welcome change for higher education,” he said.
    However, in the years since the Covid pandemic began, there are still more than 1 million fewer students enrolled in college compared with pre-pandemic times.
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    Further, this fall’s increase was largely driven by the number of associate and certificate degree seekers, Shapiro noted.

    “That’s aligned with a significant theme,” he said.
    “Students have been increasingly opting for shorter term degrees and more vocational programs and vocational certificates,” he added — at the expense of a four-year degree.  
    Concerns over rising costs and large student loan balances are causing more young adults to reconsider their plans for after high school, other reports also show. 
    Would-be college students are looking more closely at the return on investment as tuition costs remain high and a shortage of workers increases opportunities in the labor force — with or without a diploma, according to Eric Greenberg, president of Greenberg Educational Group, a New York-based consulting firm.
    “We have more families asking about pre-professional programs,” Greenberg said. “They’re more value-conscious.”

    Getting a college degree still pays

    For decades, research found that earning a college degree is almost always worthwhile.
    Bachelor’s degree holders generally earn 75% more than those with just a high school diploma, according to “The College Payoff,” a report from the Georgetown University Center on Education and the Workforce — and the higher the level of educational attainment, the larger the payoff.

    Finishing college puts workers on track to earn a median of $2.8 million over their careers, compared with $1.6 million if they only had a high school diploma, the report found. 
    In some ways, the student loan crisis and challenging job markets have overshadowed higher education’s proven success, said Liz Cheron, CEO of the Coalition for College, which aims to promote college access.
    “You can go to college and graduate on time and have low to no debt and have fantastic outcomes as a result of that,” she said.

    While some companies and industries are more open to hiring “new-collar” workers with specialized skills and no degree, over time, occupations as a whole are steadily requiring more education, according to another recent report by Georgetown’s Center on Education and the Workforce.
    And the fastest-growing industries, such as computer and data processing, still require workers with disproportionately high education levels compared with industries that have not grown as quickly.
    In 1983, only 28% of jobs required any postsecondary education and training beyond high school. By 2021, that had jumped to 68%, the report also found. In another decade, it will climb to 72%.
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    Gen Z, millennials are less worried about fraud than older generations. But they have a unique risk

    Only 15% of Gen Z and 20% of millennials are concerned about falling victim to stolen money or assets through deceptive tactics, according to Bank of America’s Better Money Habits survey.
    Younger generations should be more mindful of the risks, as fraud can have significant consequences, said Matt Schulz, chief credit analyst at LendingTree.

    Pekic | E+ | Getty Images

    Younger adults are less worried about financial fraud than are older generations, a recent study found.
    Only 15% of Gen Z and 20% of millennials are concerned about falling victim to stolen money or assets through deceptive tactics, according to a Bank of America Better Money Habits survey of 1,000 respondents. By comparison, about 27% of Gen X and 27% of baby boomers feel at risk of fraud.

    “Younger generations are still navigating financial literacy and [are] still understanding the pitfalls” of fraud, said Jennifer Ehresman, head of client protection for consumer and small business at Bank of America.
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    Younger cohorts also tend to believe they are less exposed to fraud thanks to the immediacy of online banking apps; the accessibility allows them to check account transactions in real time, Ehresman said.
    “They feel more connected in the flow of financials,” she added.
    However, believing they can spot and report fraud quickly may offer a false sense of security.

    It’s true that older adults tend to have bigger account balances on the line. But that doesn’t mean younger generations can’t experience severe consequences, said Matt Schulz, chief credit analyst at LendingTree.
    “Their credit may not be as strong … they don’t have that much wiggle room in their budget. Financial fraud is a really big deal and can be really impactful,” Schulz said.

    Social media scams are a problem for younger adults

    Fraudsters are using younger adults’ online presence to their advantage. Consumers lost about $2.7 billion to scams on social media, far higher than any other method of contact, the Federal Trade Commission reported in October.
    Those losses are more common for younger generations. During the first six months of 2023, social media was the criminals’ point of contact in 38% of fraud losses for people ages 20 to 29. For those 18 or 19 years of age, the figure was 47%, according to the FTC.

    Fraud isn’t always ‘fixed in an afternoon’

    The amount of time it takes to recover from a scam will depend on the information compromised.
    “In some cases, it’s fixed in an afternoon; other cases, there can be more involved,” Schulz said.
    For example, if a scammer obtained your credit card number and racked up charges, fixing the problem may take just a phone call where you report the issue, as credit cards have rigorous fraud protections.
    However, if someone stole your Social Security number, that can have bigger ramifications that are harder to recover from.
    A criminal could use that information to open new credit cards or take out new loans in your name.
    They could also use your personal information to file a tax return in your name and claim your refund. The IRS’ Identity Theft Victim Assistance program had 294,138 individual case receipts during fiscal year 2023, a hike from 92,631 cases in 2019, according to a recent report from National Taxpayer Advocate.

    How to build a ‘financial fraud check’

    “One of the best things to do is building [a] basic financial fraud check,” Schulz said.
    That means routinely checking your bills and credit card statements. A fraudster who gets your credit card information will test if you notice small charges.
    “It’s a matter of a bad guy [who] gets ahold of your credit card and they buy a candy bar at a gas station,” Schulz said.
    If you don’t recognize a charge, take action and report it.
    “The first time you look through the list of transactions will take a while. But … it builds that positive habit,” he said.
    Be skeptical any time you’re thinking of signing up for a service, especially if it requires your financial information. Before you fill in any forms with sensitive data, understand the fine print and what the impact could be if that information were stolen.
    “If something feels too good to be true, it’s okay to say no,” said Schulz.
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    SEC to vote today on tough new rules for blank-check ‘SPAC’ companies

    SEC Chair Gary Gensler testifies during the House Financial Services Committee hearing titled “Oversight of the Securities and Exchange Commission,” in Rayburn Building on Wednesday, September 27, 2023.
    Tom Williams | Cq-roll Call, Inc. | Getty Images

    The Securities and Exchange Commission, lead by Chair Gary Gensler, is voting Wednesday on new rules to curb SPACs.
    Special Purpose Acquisition Companies, sometimes called “blank check companies,” are companies formed to raise capital through an initial public offering for the purpose of buying or merging with an existing company.

    Gensler says the new rules are necessary to protect investors.
    “Functionally, the SPAC target IPO is being used as an alternative means to conduct an IPO,” Gensler said in a March 2022 statement on the proposed regulations.

    Gensler is no fan of SPACs

    Gensler has been hostile to SPACs since the beginning of his tenure at the SEC. In a video published on the SEC website in December 2021, Gensler was openly disdainful of SPACs:
    “Suppose a group of strangers came up to you and said, ‘I have a company that doesn’t do much of anything, but sometime in the next two years will merge with another company. I don’t know what that company is yet.’ Would you invest in the stranger’s company?” Gensler says in the clip. “That’s essentially what a special purpose acquisition company, a SPAC, does.”
    Gensler has also been critical of the high 20% sponsor fees associated with SPACs, as well as other fees for bankers and financial advisors.

    He’s also been critical of how SPAC investors have been diluted by the use of so-called private investments in public equity, which allow investors, mostly big institutions, an additional opportunity to put money into the SPAC. PIPE investors can often can buy shares at a discount after a target merger, Gensler has asserted.

    SPACs: Much more disclosures will be required

    The new rules will:
    1) Expand disclosure requirements regarding SPAC sponsors, SPAC sponsor compensation, conflicts of interest, dilution, and the target company. After a blank-check SPAC goes public, it will usually announce within two years the acquisition of a target company, which is known as a de-SPAC transaction. The new rules would also require additional disclosures from a board of directors about whether the de-SPAC transaction is in the best interests of the SPAC and its shareholders.
    2) More closely align disclosure and legal liabilities for de-SPACS with those of traditional IPOs. Executives marketing de-SPACs often made wild claims about the future profitability of their companies, claims which would never have been possible to make had a traditional IPO route been used.
    “The idea is that parties to the transaction shouldn’t use overly optimistic language or over-promise future results in an effort to sell investors on the deal,” Gensler said in a March 2022 news release.
    The new rules would make the legal obligations and liabilities for a de-SPAC transaction similar to those of traditional IPOs. It would, for example, make the target company legally liable for any statement made about future results by assuming responsibility for disclosures.

    Forward-looking statements: No safe harbor

    Companies are provided with a “safe harbor” when they make forward looking statements, which provide them with protection against certain legal liability.
    However, IPOs are not afforded this “safe harbor” protection, which is why forward-looking statements in an IPO registration are usually very cautiously worded. The proposed rules would also make the “safe harbor” legal protections for forward-looking statements unavailable for blank check companies, meaning they could more easily be sued.

    The SPAC market has already collapsed

    2020 and 2021 were record years for SPAC IPO filing. In comparison, there were 86 SPAC IPOs in 2022, a significant decrease compared to the last two years, according to Statista.
    In 2023, the SPAC craze collapsed. Bloomberg data cited by Forbes indicated that 21 firms that had gone public via SPACs went bankrupt in 2023, the largest of which was flexible workplace provider WeWork, which filed for Chapter 11 protection in November 2023. Lordstown Motors also filed for bankruptcy.

    When asked if the SPAC craze was over on CNBC’s “The Exchange” on Tuesday, Duncan Davidson of Bullpen Capital laughed and said, “Yes. The SPAC companies were highly speculative and they collapse and nobody wants to touch a SPAC.”
    Still, better late than never.
    “Investors deserve the protections they receive from traditional IPOs, with respect to information asymmetries, fraud, and conflicts, and when it comes to disclosure, marketing practices, gatekeepers, and issuers,” Gensler said in the March 2022 statement when the rules were proposed.
    An SEC spokesman acknowledged there had been a decline in SPAC activity since 2021, but there is still activity in the marketplace.
    “The types of rules we are recommending are investor protections and disclosures that we think are necessary regardless of market fluctuations,” the spokesman said. More