SPACs Archives - Capital Markets

Defective Corporate Action by Delaware Corporations ‎ with Multiple Classes of Common Stock

by Stan Keller and Rob Evans | Feb 14, 2023 | Delaware, SPACs

A number of Delaware corporations with two or more classes of common stock, especially SPACs (special purpose acquisition companies) that have completed deSPAC transactions, are discovering that they may not have properly approved charter amendments that increased their authorized shares of common stock. In Garfield v. Boxed, Inc. (Del. Ch. Dec. 22, 2022), the Delaware Court of Chancery ruled that under section 242(b)(2) of the Delaware General Corporation Law (DGCL) a SPAC with Class A and Class B Common Stock needed to have a separate Class A vote on a charter amendment that increased its authorized shares of Class A Common Stock. A Class A stockholder raised the issue before the stockholder vote and in response the company added a separate Class A vote. The court decided that the stockholder added a substantial benefit by raising the issue, so its attorney was entitled to a fee award.

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.

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.

Topic: SPACs

Defective Corporate Action by Delaware Corporations ‎ with Multiple Classes of Common Stock

Delaware Court Addresses De-SPAC Merger Claims

Continued SEC Focus on SPACs

SEC Focus on SPACs

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