Chancery Reviews SPAC Precedents and Dismisses Complaint for Failure to Show Impairment of Stockholders' Redemption Rights
In the recent decision of In re Hennessy Capital Acquisition IV Shareholder Litigation, the Delaware 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.
June 19, 2024 at 09:00 AM
10 minute read
ContributorsIn 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."
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