Mergers & Acquisitions

Editors (5)

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Holland & Knight LLP

Chauncey Lane

Executive Editor, Mergers & Acquisitions
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Garrett, PLLC

Shawn Garrett

Contributing Editor, Mergers & Acquisitions
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Walter & Haverfield LLP

Sachin Java

Contributing Editor, Mergers & Acquisitions
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K&L Gates LLP

Lisa R. Stark

Contributing Editor, Mergers & Acquisitions
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MONTH-IN-BRIEF (Jun 2024)

Another SPAC Suit Hits the Dust

By Yelena Dunaevsky, Esq., SVP & Partner, Transactional Insurance, Woodruff Sawyer

On May 31, 2024, the Court of Chancery of the State of Delaware dismissed an action asserting claims of breach of fiduciary duty, unjust enrichment, and aiding and abetting against Hennessy Capital Acquisition Corp. IV, a SPAC; Hennessy Capital Partners IV LLC (the “Sponsor”); and the SPAC’s chairman and chief executive officer. The case stems from the SPAC’s December 21, 2020, merger with Canoo Holdings Ltd. The plaintiff took issue with the pre-merger disclosure in the SPAC’s proxy statement. After the merger closed, the combined company’s board of directors decided to make some changes to the post-merger business model of the combined company based on a study it received after the merger. The plaintiff alleged that the SPAC’s board and sponsor breached their fiduciary duties when they failed to disclose information around the study and decided to make changes to the combined company’s business model.

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