Since Vice Chancellor Lori Will’s seminal decision in In re MultiPlan Corp. Stockholders Litigation in January 2022, the Delaware Court of Chancery has seen a wave of lawsuits accusing special purpose acquisition companies (SPACs) of breaching their fiduciary duties through material misstatements or omissions in their de-SPAC proxy statements. Time and again, the court has denied motions to dismiss MultiPlan claims, consistently applying entire fairness review and holding that alleged misstatements or omissions interfered with SPAC stockholders’ redemption decisions.
Source: Delaware Court of Chancery Finally Dismisses a de-SPAC Complaint