M&A Archives - Capital Markets

Delaware Court Addresses De-SPAC Merger Claims

by Stan Keller, Rob Evans, Alan Levin, Eugene McDermott and Julie Young | Jan 12, 2022 | Disclosure Requirements, M&A, Shareholder Litigation, SPACs

In an important decision, the Delaware Court of Chancery, in In re Multiplan Corp. Stockholders Litigation, 2022 WL 24060 (Del. Ch. Jan. 3, 2022), in denying the defendants’ motion to dismiss, addressed claims against the sponsor and other insiders of a special purpose acquisition company or “SPAC” for breach of fiduciary duties in connection with a de-SPAC merger. As we mentioned in our QuickStudy, “SPACs and the Implications for D&O Insurance,” the Multiplan decision was highly anticipated and is significant because it was the first time the Delaware courts had to grapple with the unique structure of SPACs and determine how to apply fundamental principles of Delaware fiduciary duty law to them.

Delaware Clarifies That Statutory Appraisal Rights Can Be Waived

by Stan Keller, Rob Evans and Eugene McDermott | Oct 14, 2021 | Corporate Governance, Delaware, M&A

Controlling stockholders sometimes seek to limit the ability of new investors in their company to ‎interfere with future exit transactions. They may do this by requiring the new investors to agree ‎to vote in favor of a transaction proposed by the controlling stockholder (a “drag-along ‎agreement”) or to expressly waive any appraisal rights because those rights can create uncertainty ‎for an exit transaction.

Continued SEC Focus on SPACs

by Rob Evans, Gislar Donnenberg, Stan Keller and Eugene McDermott | Apr 1, 2021 | IPO, M&A, SPACs

As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened attention from the SEC staff. SPAC transactions include initial public offerings and business combinations.

SEC Focus on SPACs

by Rob Evans, Gislar Donnenberg, Stan Keller and Eugene McDermott | Dec 29, 2020 | IPO, M&A, SPACs

Special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity. SPAC transactions include initial public offerings and business combinations.

SEC Proposes Changes to Disclosures for Acquisitions and Dispositions

by Rob Evans and Stan Keller | May 7, 2019 | 1934 Act Filings, Disclosure Requirements, Financial Statements, M&A

On May 3, 2019, the SEC proposed rule amendments to financial information that investors receive regarding the acquisition and disposition of businesses. The SEC’s rules requiring target company and pro forma financial statements are complex. Creating the financial statements often results in significant delay and expense in M&A situations. The SEC’s proposed changes are intended to address these difficulties.

Which Way Does the MAC Knife Cut

by Stan Keller | Oct 4, 2018 | M&A

The Delaware courts have long prided themselves on the contractarian character of their approach to interpreting and enforcing agreements. In the M&A context, this has meant holding parties to the transaction they agreed to do, as reflected in IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001), and Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008).

Topic: M&A

Delaware Court Addresses De-SPAC Merger Claims

Delaware Clarifies That Statutory Appraisal Rights Can Be Waived

Continued SEC Focus on SPACs

SEC Focus on SPACs

SEC Proposes Changes to Disclosures for Acquisitions and Dispositions

Which Way Does the MAC Knife Cut

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