SPACs, de-SPACs, and Sponsor Liability: Conflicts of Interest, Mismanagement Claims, Disclosure Obligations
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the liability risks for sponsors of special purpose acquisition companies (SPACs) and explain how a de-SPAC transaction should be structured to avoid conflicts of interest, SEC disclosure violations, and mismanagement claims.
Outline
- SPACs: key features
- Streamlined IPO: shell company
- Two-year timeline to merge with and bring public a private company (de-SPAC transaction)
- Failure to close a de-SPAC transaction within two years forces unwinding of the SPAC
- Issues of concern for sponsors
- Conflicts of interest inherent in a SPAC
- Disclosure obligations: SPAC and de-SPAC stage
- Due diligence of the target company
- Claims of mismanagement post-closing
- Issues of concern for investment bankers
- Securities Litigation Trends
- Regulatory Developments
Benefits
The panel will review these and other important issues:
- What are the reasons behind the formation of SPACs, and what are the risks in an overcrowded market?
- How do the incentives created under SPACs differ for the sponsor and the investors?
- What are the sponsor's disclosure obligations at the SPAC and de-SPAC stage?
- How can mismanagement claims arise against the sponsor post-closing?
- What special concerns should sponsors have concerning acquisitions of portfolio companies affiliated with or controlled by the sponsor?
Faculty
Dan Brecher
Counsel; Chair, Securities and Investment Banking Group
Scarinci & Hollenbeck
Mr. Brecher’s experience ranges from serving as general counsel of New York Stock Exchange and NASD/FINRA member... | Read More
Mr. Brecher’s experience ranges from serving as general counsel of New York Stock Exchange and NASD/FINRA member brokerage firms to representing companies in hundreds of public and private securities offerings, and advising institutional and high net worth investors. In addition, Mr. Brecher is counsel of record in several leading published decisions establishing precedents in securities, business and education law. He is a Court-appointed mediator in the U. S. District Court, Southern District of New York, and a mediator and an arbitrator at FINRA. Mr. Brecher is a nationally known author and lecturer who has written and presented on topics relating to private and public securities offerings, and other corporate, securities and investment banking matters. He has appeared on CNN and in numerous other national and local television and radio media outlets. His articles have appeared in Barron’s, The American Law Institute – American Bar Association’s The Practical Lawyer, Boardroom Reports, Bottom Line/Personal and in a number of other professional and general circulation magazines and newspaper publications. Mr. Brecher authored Chapter 9 of “Securities Offerings: New York Practice Guide: Business and Commercial,” and co-authored Chapter 24 “New York Forms of Jury Instruction, Officers’ and Directors’ Liability,” both published by Matthew Bender & Co.
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Adam Brenneman
Partner
Cleary Gottlieb Steen & Hamilton
Mr. Brenneman is very active in the special purpose acquisition companies (SPAC) space and co-leads the firm’s... | Read More
Mr. Brenneman is very active in the special purpose acquisition companies (SPAC) space and co-leads the firm’s SPAC practice. He advises SPACs and their sponsors, and underwriters in IPOs, as well as target companies and their shareholders in de-SPACs, and PIPE investors in SPAC-related matters. Additionally, Mr. Brenneman’s wide-ranging practice focuses on international corporate and financial transactions including capital markets, restructuring, financings, mergers and acquisitions, and public-private partnership transactions. He is known throughout Latin America as a “Rising Star,” whose innovative work on complex cross-border transactions includes some of the region’s largest capital markets, financing, and restructuring transactions.
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Mitchell S. Nussbaum
Vice Chair; Co-Chair, Capital Markets and Corporate Department
Loeb & Loeb
Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public... | Read More
Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public offerings, follow-on public offerings, shelf takedowns, registered direct placements, PIPEs and other private placements (144A, Reg D, Reg A, Reg S, etc.). He also regularly represents public companies regarding their SEC and NYSE or Nasdaq listing compliance and has acted as outside general counsel, including corporate, securities, M&A litigation and business counseling, to hundreds of private and public companies as well as their officers and directors. Mr. Nussbaum’s also negotiates and documents acquisitions, mergers, going-private transactions, reverse mergers, proxy contests, tender offers, control contests, fund formations and secured lending financings and has represented issuers and underwriters in more than 100 SPAC public offerings and business combinations. He was responsible for developing the groundbreaking IPAC, which features many of the benefits of the SPAC, but offers increased flexibility on pricing and deal structure, along with a more rapid transaction cycle.
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