There is significant complexity to the process of protecting a company and its directors and officers as they undertake the process of going public. This resource is your guide to the D&O insurance process for de-SPAC...more
The SPAC market is finally making a comeback. As we enter a period of the long-awaited SPAC revival, some liability dangers persist. Two common questions that keep being raised by our clients are: How much liability...more
2/21/2025
/ Corporate Governance ,
D&O Insurance ,
Enforcement Actions ,
Insurance Litigation ,
Liability ,
Popular ,
Private Equity ,
Risk Management ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs) ,
Venture Capital
Thought leadership is about more than just creating content—it’s a long-term strategy for mastering your subject, building credibility, and turning expertise into client value. A Q&A recap with Paul Ryplewski and Yelena...more
After a two-and-a-half-year lull in SPAC activity, the second half of 2024 brought glimmers of sunshine to the otherwise gloomy world of SPACs. New SPAC IPO activity picked up pace in the summer of 2024 and continued to grow,...more
1/17/2025
/ Acquisition Agreements ,
Class Action ,
Corporate Governance ,
D&O Insurance ,
Derivative Suit ,
Insurance Litigation ,
Merger Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
The second half of 2024 saw a significant uptick in SPAC activity both on the IPO and deal side. With the new Trump administration and several SPAC-friendly appointments, many anticipate continued positive momentum for the...more
In the reps and warranties insurance (RWI) space, we are seeing more secondary transactions come across our desks. We're also seeing more willingness from insurers to cover these deals. To discuss this trend, I sat down with...more
The SPAC market is chugging along with several IPOs and multiple deals being announced and closed. Although it's great to see this kind of activity again, the SPAC market is never without its challenges....more
In the context of representations & warranties insurance (RWI), this change means that the interim period between a deal’s sign and close will likely also grow longer, requiring deal parties to negotiate for a longer interim...more
We’ll focus on some things SPAC issuers and deal teams are doing differently for this SPAC 4.0 phase, especially in the area of financial statement readiness and accounting. Here are highlights from my conversation with Jenn...more
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