In In re Lordstown Motors, the Delaware Court of Chancery provides a roadmap for former special purpose acquisition companies (SPACs) to validate capital structure uncertainties stemming from the same court's recent decision in Garfield v. Boxed. In Lordstown, the court makes clear that Section 205 of the Delaware General Corporation Law (the DGCL) is available as an equitable, efficient, and effective judicial path to validate certificates of incorporation and shares issued in reliance thereon that, following the Boxed opinion, were the subject of some uncertainty.

Lordstown Motors Corp. was originally incorporated in 2018 in Delaware as a SPAC and raised capital through an initial public offering. In a process known as a "de-SPAC transaction," Lordstown sought to acquire a private company with the ultimate goal of combining with the target to form a new publicly traded company. In October 2020, Lordstown completed its de-SPAC transaction by acquiring Lordstown EV Corp. As is common among SPACs, Lordstown sought to amend its charter in connection with the de-SPAC to increase the number of authorized shares of Lordstown's Class A Common Stock (the Charter Amendment) to, among other things, "provide adequate authorized share capital" to facilitate the de-SPAC transaction and to "provide flexibility for future issuances of capital stock." Lordstown sought and obtained stockholder approval of the Charter Amendment from the holders of a majority of its outstanding common stock, which at the time consisted of stock designated as "Class A Common Stock" and "Class B Common Stock." However, Lordstown did not seek or obtain approval of the Charter Amendment by the holders of a majority of the outstanding Class A Common Stock, voting as a separate class.