Scholarship@WashULaw

Document Type

Article

Publication Date

2023

Publication Title

Washington University Law Review

Abstract

Under the emerging regulatory framework for special purpose acquisition companies (SPACs), mergers of SPACs, known as de-SPACs, must be “fair” to public (or unaffiliated) SPAC shareholders, and transaction participants face heightened liability risk for disclosure errors. This framework is a product of the SEC’s reform proposal for SPACs (SPAC Reform Proposal) and recent decisions of the Delaware Court of Chancery. In this environment, third-party fairness opinions have been regarded as a de facto requirement for de-SPACs.

Keywords

Corporate Law, Corporate Governance, Conflicts of interest, Fairness Review, Fiduciary Duties, IPOs, Safe Harbor, SPACs, Statutory Requirements

Publication Citation

Andrew F. Tuch, Fairness Opinions and SPAC Reform, 100 Wash. U. L. Rev. 1793 (2023)

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