Paul Zurek, Vice President
Joni Jacobsen, Partner
Douglas P. Baumstein Esq., Member
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Adrienna Huffman, Associate
The Brattle Group
Michael McConnell, Partner
- Introduction to the mechanics of SPACs and recent findings from research and academic literature
- Why are SPACs creating shareholder litigation?
- What are the differences in the processes of going public via SPAC versus a traditional IPO?
- Is there a selection bias – do riskier firms go public via SPAC?
- Potential securities claims arising from de-SPAC transactions
- Failure to conduct adequate due diligence
- Defendants knew, but failed to disclose, certain material risks relating to the potential success of the target company
- Inadequate Disclosures
- Projections lacked a reasonable basis
- Poor performance of target company
- Delaware M&A claims arising from de-SPAC transactions
- Plaintiffs are focusing on unique characteristics of SPACs
- Business Judgment Rule or Entire Fairness?
- Best practices to minimize risk of securities litigation
- Potential use of Special Committee
- Forum selection clauses
- Robust due diligence
- Fulsome and concrete disclosures
- Reliable projections
- Target company must be prepared to move forward as a public company
- Involve litigation counsel early in the process