In In re MultiPlan Stockholders Litigation, the Delaware Court of Chancery reasoned that common special purpose acquisition company (SPAC) governance and compensation structures create potential conflicts between on the one hand, the sponsors holding founders' shares—whose compensation is tied to, and who tended to profit greatly from, any de-SPAC transaction, however poor; and on the other hand, public stockholders—who could lose their investments in a poor de-SPAC merger, and who have redemption and liquidation rights permitting the return of their original investments without having to participate in one. See 268 A.3d 784 (Del. Ch. 2022). In the recent decision of In re Hennessy Capital Acquisition IV Shareholder Litigation, 2024 WL 2799044, at **1, 9 (Del. Ch. May 31, 2024), the Court of Chancery observed that the ensuing "abundance of SPAC fiduciary duty claims suggests that stockholder plaintiffs have taken notice," and that SPAC litigation had become "ubiquitous" in the court. As the court explained, "remarkably similar complaints accuse SPAC directors of breaching their fiduciary duties based on flaws in years-old proxy statements that became problematic only when the combined company underperformed."

Hennessy Capital concerned a SPAC that raised roughly $300 million from public stockholders and pursued an acquisition by a deadline set in its charter for 18 months later. Less than three months before the deadline, the SPAC was contacted by representatives of Canoo, an electric vehicle startup. The SPAC's board of directors decided to pursue a transaction. The SPAC disseminated a proxy statement soliciting the public stockholders' support, explaining that the board viewed as "positive factors" the potential growth in certain of Canoo's business lines. After obtaining books and records, the stockholder plaintiff filed a class action lawsuit alleging those disclosures were materially misleading because Canoo had begun a process of transitioning away from two of those business lines. The alleged that, shortly before the proxy statement, Canoo hired McKinsey & Co. to assess Canoo's performance and growth plans, and its new board chairman (who also was a significant investor) had also begun to consider changes in the business plan, which ultimately were undertaken.