SPAC Groundhog Day

On March 1, 2023, the Delaware Court of Chancery issued its third decision concerning fiduciary duties in connection with de-SPAC transactions (and impliedly, SPAC formation). See Laidlaw v. GigAcquisitions2. The case involved many of the same parties as the second decision about which we issued an advisory last month, and the court reached nearly identical conclusions. See Delaware Chancery Court Issues Delman Decision. It held that the de-SPAC transaction was subject to entire fairness review because there was a conflicted controlling stockholder and a conflicted board.
Source: SPAC Groundhog Day