Do Fairness Opinions Adequately Address Fairness to Shareholders?
This article concludes that opinions that speak to fairness of an acquisition to a SPAC are inadequate when they do not consider the impact on unaffiliated shareholders.
Global BV News: Continued slowdown in global equity capital market activity, per S&P Global
S&P Capital IQ released its mid-2022 summary of major global capital investment activity, which includes IPOs, SPACs, reverse SPACs, and the other usual categories.
Highlights From the 2022 NYSSCPA BVLS Conference
Money laundering, earnouts, valuing debt, and SPAC enforcement are a few of the topics presented at the Business Valuation and Litigation Services (BVLS) conference hosted by the New York State Society of CPAs. Here are some key takeaways.
Highlights from the NYSSCPA BV conference
BVWire attended the New York State Society of CPAs’ Business Valuation and Litigation Services Conference, and—as always—it was an excellent event.
In re Multiplan Corp. Stockholders Litig.
This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.
Delaware Chancery Court Allows Breach of Fiduciary Suit to Move Forward on a SPAC
This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.
Economy, Cannabis, Physician Pay, SPACs, and Expert Testimony Among the Hot Topics at the NJCPA BV Conference
Key takeaways from the 2021 New Jersey CPA Society’s Business Valuation and Litigation Services Conference are included.
Special Purpose Acquisition Companies: Practical Insights for Valuation Professionals
SPACs have become a common vehicle for management to take companies public. The valuation of SPAC shares and warrants often requires the use of more complex statistical techniques such as option pricing models and Monte Carlo simulation and a detailed review of contractual terms in the SPAC prospectus and securities agreements. Join Antonella Puca, who will focus on practical considerations and case studies. This webinar is meant to help you address the special challenges of ...