PLAY RECORDING

Overview:

The use of Special Purpose Acquisition Companies (SPACs) to raise capital through Initial Public Offering (IPO) is significantly becoming popular today because of its efficiency and cost-saving benefits. However, consequent to its rapid growth are stricter legal and regulatory probes from the SEC as well as other risk issues including negotiation time constraints and conflicts of interest that could create several threats of litigation.

Thus, being in the know of recent SPAC-related trends, transactions, and best practices must be prioritized to minimize potential exposure to risks and legal pitfalls.

In this LIVE Webcast, a seasoned panel of thought leaders and professionals brought together by The Knowledge Group will present an in-depth discussion of the recent SPACs’ trends and developments. Speakers will also provide the audience with the best practices in effectively managing every SPAC transaction to prevent risks of securities litigation.

Some of the major topics that will be covered in this course are:

  • Special Purpose Acquisition Companies (SPACs) – A Legal Primer
  • Emerging Trends and Developments
    • Current Market Structure of SPAC
    • SPACs-related SEC Enforcements
  • Identifying Red Flags
  • Common Risks and Challenges
  • Practical Tips and Best Practices

Credit:

Advance Preparation:

Print and review course materials

 

Method of Presentation:

On-Demand Webcast

 

Course Code:

149541

 

Prerequisite:

General knowledge of securities law and litigation

 

NY Category of CLE Credit:

Areas of Professional Practice

 

Total Credit:

2.0 CLE


How to Claim CLE Credits Per State:

https://knowledgewebcasts.com/how-to-claim-cle-credits-per-state/


CLE State Requirements:

https://knowledgewebcasts.com/cle-state-requirements/

Speaker Panel:

Paul Zurek, Vice President
Cornerstone Research

Paul Zurek specializes in matters related to markets, securities litigation, risk management, valuation, and complex data analysis. He has submitted expert reports and declarations and testified in arbitration and regulatory investigations. In addition to serving as an expert, Dr. Zurek leads large teams in government and regulatory inquiries, civil litigation, and international arbitration. He has supported academic and industry experts at all stages of litigation, including trial.

Dr. Zurek’s econometric and financial expertise spans a range of industries, including investment management and financial institutions, biotech and pharmaceuticals, technology, telecommunications, and transportation.

Joni Jacobsen, Partner
Dechert LLP

Ms. Jacobsen, a partner at Dechert LLP, defends publicly traded companies and their directors and officers when they become entangled in securities class action litigation, derivative litigation, SEC investigations and corporate governance disputes. Ranked in The Legal 500 (U.S.) in four categories, Ms. Jacobsen was named Among the Most Influential Women Lawyers in Chicago by Crain’s Chicago Business in 2017, and has been named to the Illinois Super Lawyers list every year since 2013. She is currently a Lecturer in Law at the University of Chicago Law School, her alma mater, where she teaches a seminar in Strategic Considerations in Securities Litigation. She received her B.A. from the University of Utah, with honors. Based in Chicago, Illinois, Ms. Jacobsen has litigated in federal and state courts throughout the country. She consistently succeeds in having the vast majority of her cases dismissed outright on motions to dismiss, thereby reducing the distraction and burden on her clients and resulting in significant savings for clients and insurance carriers alike.

Douglas P. Baumstein Esq., Member
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Douglas Baumstein is a Member at Mintz and a first-chair litigator with significant experience representing clients in securities litigation, complex commercial litigation, and bankruptcy-related litigation. He has a strong track record of achieving favorable outcomes for clients before federal and state courts across the United States particularly in the representation of issuers, officers and directors in class action securities litigations. Doug has represented such companies as Royal Ahold, Presstek, Pitney Bowes, Talbots, and Cnova in securities class actions, in addition to defending clients in ERISA class-actions and class actions alleging breach of contract and RICO violations. He is recognized as a “top-notch partner” in leading industry publications such as Benchmark Litigation and the Legal 500.

Adrienna Huffman, Associate
The Brattle Group

Dr. Huffman is experienced in securities, finance, and financial reporting areas.

Dr. Huffman focuses on securities litigation as it pertains to financial reporting and disclosures, intangible asset valuation, and issues arising from the application of complex accounting standards. She has served as a subject matter expert on federal investigations into white collar crime and financial reporting fraud.

Dr. Huffman has published extensively in peer-reviewed academic journals and practitioner outlets on a variety of capital markets trends and topics that have implications for securities valuation.

Prior to joining Brattle, Dr. Huffman was an Assistant Professor at Tulane University’s A.B. Freeman School of Business where she was competitively awarded a fellowship with the US Securities and Exchange Commission’s (SEC) Division of Economic and Risk Analysis.

Michael McConnell, Partner
Jones Day

Mike McConnell defends officers, directors, and corporations in high-stakes securities and fiduciary duty litigation. The matters litigated include securities fraud class actions, SEC investigations and inquiries, derivative cases, proxy fraud litigation, and other matters that are often ancillary to shareholder litigation, including shareholder inspection actions, disputes under shareholder voting agreements, internal corporate investigations, and other special committee matters. Mike serves as the head of litigation for the Firm’s Atlanta Office.

Agenda:

Paul Zurek, Vice President

Cornerstone Research

AND

Joni JacobsenPartner

Dechert LLP

AND

Douglas P. Baumstein Esq., Member

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

AND

Adrienna HuffmanAssociate

The Brattle Group

AND

Michael McConnellPartner

Jones Day

  1. Introduction to the mechanics of SPACs and recent findings from research and academic literature
  2. Why are SPACs creating shareholder litigation?
    1. What are the differences in the processes of going public via SPAC versus a traditional IPO?
    2. Is there a selection bias – do riskier firms go public via SPAC?
  3. Potential securities claims arising from de-SPAC transactions
    1. Failure to conduct adequate due diligence
    2. Defendants knew, but failed to disclose, certain material risks relating to the potential success of the target company
    3. Inadequate Disclosures
    4. Projections lacked a reasonable basis
    5. Poor performance of target company
  4. Delaware M&A claims arising from de-SPAC transactions
    1. Plaintiffs are focusing on unique characteristics of SPACs
    2. Business Judgment Rule or Entire Fairness?
  5. Best practices to minimize risk of securities litigation
    1. Potential use of Special Committee
    2. Forum selection clauses
    3. Robust due diligence
    4. Fulsome and concrete disclosures
    5. Reliable projections
    6. Target company must be prepared to move forward as a public company
    7. Involve litigation counsel early in the process

Date & Time:

Friday, August 06, 2021

12:00 pm to 2:00 pm (ET)

Materials:

Download Course Materials

Who Should Attend:

  • Private-Equity Fund Managers
  • SPAC CEOs
  • Accountants
  • Public/Private Pension Plans
  • Investment Advisers
  • Equity Managers
  • Broker-Dealers
  • Real Estate Brokers
  • M&A Advisors
  • Mergers and Acquisitions Lawyers
  • Top-Level Executives
  • In-house Counsel

SPEAKERS

Paul ZurekVice President
Cornerstone Research
Joni JacobsenPartner
Dechert LLP
Douglas P. Baumstein Esq.Member
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Adrienna HuffmanAssociate
The Brattle Group
Michael McConnellPartner
Jones Day

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