The use of representations and warranties insurance (RWI or R&W) has become increasingly mainstream. An estimated 75% of private equity transactions and 64% of larger strategic acquirers use it. Woodruff Sawyer’s R&W team...more
At the SPAC conference in June, much conversation centered on new SPAC teams moving away from Delaware to incorporate in the Cayman Islands.
As my readers and listeners know, this strategy shift is not surprising. Factors...more
Today, Lynda A. Bennett and Heather Weaver of Lowenstein’s Insurance Recovery Group sit down with Yelena Dunaevsky, Senior Vice President, Transactional Insurance, at Woodruff Sawyer to talk about the current state of SPAC...more
On June 11 and 12, I had the pleasure of attending and speaking at another SPAC conference organized by DealFlow Events. This annual event has drawn the who’s who in the SPAC world for many years. My goal in attending this...more
This month's SPAC Notebook follows up on our recent discussion of risk mitigation and due diligence tips for foreign companies going public in the US. We want to share more information on the current litigation environment...more
As they go through their initial public offering (IPO) and the subsequent merger & acquisition (M&A) process, special purpose acquisition companies (SPACs) face many regulatory, legal, and business hurdles. Obtaining the...more
For this edition of the SPAC Notebook, I had the opportunity to speak with I-OnAsia COO James Tunkey. As an experienced risk management executive, he helps clients, including those in the SPAC market, take advantage of global...more
Woodruff Sawyer is the market leader when it comes to placing D&O insurance for companies going public, be it through an IPO, direct listing, or merger with a SPAC (a “de-SPAC” transaction). Experience matters in this arena....more
Here we are again—another year of SPAC ennui. We’re hearing derisive comments about the death of SPACs, unending deadline extensions, almost 200 liquidations, 70 deal terminations, and general SPAC malaise. If you’ve followed...more
2/23/2024
/ Acquisitions ,
Class Action ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Investigations ,
Investors ,
Mergers ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
Explore the landscape of the M&A Market and its impact on RWI with Woodruff Sawyer’s Emily Maier and Yelena Dunaevsky in this video. They examine both the broader trends and finer nuances shaping the Reps & Warranties...more
We’ve been waiting nearly two years for the Securities and Exchange Commission (SEC) to finalize the rules for special purpose acquisition companies (SPACs). On January 24, it happened at last. To help us make sense of the...more
For the first SPAC Notebook of 2024, I was pleased to speak once again with Doug Ellenoff, the founder of Ellenoff Grossman & Schole and someone who has been at the forefront of the SPAC market since its inception. In...more
As background, secondary transactions have proven useful to both limited partners (LPs) and general partners (GPs) who are looking to manage their portfolios during a stale or sluggish economic market. GPs in particular use...more
Sophisticated, experienced, and effective directors and officers rarely join a public company unless that company has a platform of protection that they deem adequate. The platform in this case relates to personal and...more
This month marks the two-year anniversary of the SPAC Notebook. Many thanks to all our readers, viewers and listeners for your continued support and interest!
No seismic market shifts or mind-boggling legal decisions or...more
In a recent poll of our SPAC Notebook audience, SPAC-related bankruptcies were the number one topic of interest. To delve into this timely subject, we spoke with two industry leaders—Stuart Brown, an insolvency,...more
Until recently, it was an established practice for a SPAC team to buy a six-year tail insurance policy when it merged with its target. The tail costs were usually pre-negotiated years before—at the time of the SPAC’s IPO—when...more
With SPAC IPOs virtually gone but SPAC mergers (aka de-SPACs) continuing at a steady pace since the beginning of the year, the questions around getting a deal done boil down to the following: How and where can companies get...more
6/23/2023
/ Class Action ,
Corporate Counsel ,
Delaware ,
Enforcement Actions ,
Fiduciary Duty ,
Financial Services Industry ,
Initial Public Offering (IPO) ,
Investors ,
Liquidation ,
Popular ,
Private Investment in Public Equity (PIPEs) ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Termination Fees
As they go through their initial public offering (IPO) and the subsequent merger & acquisition (M&A) process, special purpose acquisition companies (SPACs) face many regulatory, legal, and business hurdles. Obtaining the...more
Bull Horn Holdings Corp., a special purpose acquisition company (SPAC), merged with Coeptis Therapeutics, Inc., a publicly traded biopharmaceutical company developing cell therapy platforms for cancer, in October 2022. In...more
Possibly regretting the repercussions of its recent decision in Delman v. GigAcquisitions3, the Delaware Court of Chancery opted on February 21, 2023, to restore relative peace to dozens of SPACs for which the capital...more
What’s the latest in SPAC litigation and enforcement? To find out, I recently spoke with two experts from the Dallas office of Holland & Knight, a prestigious multinational law firm....more
Tumultuous, exasperating, difficult, nerve-wracking, and frustrating are all apt descriptions of the 2022 SPAC market. We’ve summarized some of its ups and downs in our year in review blog post from October and have touched...more
Over the past year, SPACs have been through market shifts, regulatory thrashing, economic issues, novel litigation theories, and SEC enforcement actions. I touched on all of these in my previous post, but for this month’s...more
It’s been a year since we launched the SPAC Notebook, our monthly column and podcast series, which helps our readers negotiate the risks and traps of the special purpose acquisition company (SPAC) market. Below, we look at...more