The SPAC Attack Continues

Companies are asking for the Court to put some re-SPACt on their charters...but have they earned it?

So, there’s been this §205 thing brewing in town for a while, and I first wrote about it late one night back in January on here, and then followed up with some Twitter discussion and incessant discussion with all of the great minds in Delaware on it, and finally came to the conclusion that this is just the perfect apocalyptic crash between the sloppiness of SPAC drafting (why say class if you truly mean series, people!) and an aspect of the DGCL that doesn’t have seamless coherence across the board (the treatment of classes vs. series as conceptually distinct throughout all the various sections where they are treated differently vs. where they are not).

Does it mean anything? Probably not. Should the magic §205 wand be waved? I don’t know! The magic §205 wand isn’t necessarily built for things like this, depending how you look at what “this” is. Maybe it’s the perfect use case. The tiny jury inside my head is still out on that one. (Yes, I hold jury trials. No, I very much do not prefer them IRL, as most of you very much know.)

I wanted to cross-post some commentary that we ran in our legal publication tonight that gives a high-level summary of the current status of the SPAC cases so you can see one aspect of our daily legal publication (i.e., what the heck is The Chancery Daily anyway?) and also because there are some of you who are still on a free trial of The Chancery Daily from last year’s madness, and you will be removed soon, so enjoy it while it lasts because all good things must come to an end, or be paid for. 🥲

Our daily legal publication has links to all the cited cases so that you can read all the case law directly, see all the complaints and opinions, and download all the primary source documents, free without additional cost. Hopefully later this year, we’ll be launching a portal that houses all of this and much, much more. (Although I have not included our standard native newsletter links, I have gone in and added some selected Dropbox links below.)

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If you’ve been following new case filings in The Chancery Daily, you may have noticed an uptick in “In re” cases lately, and while some have been Assignments for the Benefit of Creditors, the vast majority (particularly those assigned immediately to LWW) are what many are colloquially calling “The SPAC Attack.”