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  • Laidlaw v. GigAcquisitions2, LLC

    Publication Date: 2023-03-14
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Michael J. Barry, Grant & Eisenhoffer, P.A., Wilmington, DE; Michael Klausner, Stanford, CA, attorneys for plaintiff;
    for defendant: John L. Reed, Ronald N. Brown & Kelly L. Freund, DLA Piper LLP (US), Wilmington, DE; Melanie E. Walker & Gaspard Rappoport, DLA Piper LLP (US), Los Angeles, CA, attorneys for defendants.
    Case Number: 2021-0821-LWW

    Breach of fiduciary duty claims arising from SPAC merger could proceed where plaintiff plausibly pled claims under entire fairness review by asserting that proxy statement contained material misstatements and omissions.

  • Delman v. GigAcquisitions3, LLC

    Publication Date: 2023-01-17
    Practice Area: Corporate Governance
    Industry: Automotive | Investments and Investment Advisory | Manufacturing
    Court: Court of Chancery
    Judge: Vice Chancellor Will
    Attorneys: For plaintiff: Michael J. Barry, Grant & Eisenhoffer, P.A., Wilmington, DE; Michael Klausner, Stanford, CA, for plaintiff.
    for defendant: John L. Reed, Ronald N. Brown, Kelly L. Freund, DLA Piper LLP (US), Wilmington, DE; Melanie E. Walker, Gaspard Rappoport, DLA Piper LLP (US), Los Angeles, CA for defendants.
    Case Number: 2021-0679-LWW

    Public stockholder in pre-merger special purpose acquisition company sufficiently stated breach of fiduciary claims under entire fairness review by alleging that sponsor and the SPAC board were conflicted as they stood to see a return on their investment even though the post-merger company would not succeed, and regardless of whether the public stockholders would be better served by liquidation.