Developments in Delaware SPAC Law
Understanding these developments is essential to boards' prudent management of strategic and litigation risks this proxy season.
March 21, 2022 at 02:43 PM
6 minute read
Mergers and AcquisitionsIn the last year, Delaware courts have adapted familiar jurisprudence to new contexts, including a boom in special purpose acquisition companies (SPACs) and the COVID-19 pandemic. Recent decisions have addressed the showing stockholders must make to pursue derivative claims for breach of fiduciary duty on behalf of Delaware companies; reaffirmed that material adverse effect (MAE) clauses and ordinary course covenants provide little recourse to buyers seeking to terminate merger agreements due to post-signing events; and provided guidance to SPAC investors seeking to remedy disappointing investment returns. Understanding these developments in Delaware law is essential to boards' prudent management of strategic and litigation risks this proxy season.
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