In a development that unquestionably raises the heat on SPACs and SPAC sponsors, a group of four Democrat senators has sent each of six serial SPAC creators a letter raising questions about the creators’ SPAC-related activities and financial rewards. The letters’ purpose ostensibly is to allow the Senators to “understand what sort of Congressional or regulatory action may be necessary to better protect investors and market integrity.” Copies of the Senators’ September 22, 2021 letters can be found here. Senator Elizabeth Warren’s September 22, 2021 press release about the letters can be found here. Continue Reading Senators’ Letters Raise the Heat on SPACs, Sponsors

Museo del Prado

The Museo del Prado in Madrid is one of the world’s great art museums. Its walls are lined with the works of some of the world’s best known and most revered painters, including not only the works of Spanish masters such as Valasquez, Goya, Tiepolo, and El Greco, but others of the great artists, including Raphael, Titian, and Bosch. Even amongst all the other works of the great masters the most interesting art in the museum is in a small gallery on the ground floor containing the collection of 14 paintings by Francisco Goya now known as the Pinturas Negras (Black Paintings). These fascinating paintings, some disturbing and all uniquely compelling, are among the most arresting art works I have ever seen. The inevitable question for anyone who sees them is what they mean, a question that has drawn me in since my first visit to the Prado many years ago. Continue Reading Sunday Arts: Pinturas Negras

On September 28, 2021, I will be participating on a panel as part of a webinar being put on by Sandpiper Partners LLC entitled “SPACs, De-SPACs, and SPAC Litigation.” The webinar, which is free, will run from 10:00 am to 1:00 p.m. EDT. I will be a panelist in the session entitled “Securities and Corporate Litigation: Allegations, Current Cases, and What is Yet to Come?” The panel will be moderated by Steve Blake of the Simpson Thacher law firm, and the other panelists in the session will include Mary Eaton of the Freshfields Bruckhaus Derringer law firm; Mark Lebovitch of the Bernstein Litowitz law firm; and Susan Saltzstein of the Skadden law firm. The other sessions in the webinar include an opening panel entitled “SPACs Today – Corporate Finance: Current Trends & Developments” and “Regulatory Activity/Investigations of SPACs.” A more detailed description of this webinar can be found here. To register for this event, please click here.

The parties to the long-running Twitter securities class action lawsuit have agreed to settle the suit for a payment of $809.5 million, one of the largest securities class action settlements of all time. The settlement is subject to court approval. A copy of the company’s September 20, 2021 press release announcing the settlement can be found here. The plaintiffs’ lawyers’ statement about the settlement can be found here. Continue Reading Twitter Settles Securities Suit for $809.5 Million

In my recent roundup of key concerns in the world of directors’ and officers’ liability, I discussed the COVID-19-related litigation phenomenon, commenting that notwithstanding the lapse of time since the coronavirus’s initial outbreak there would likely be further pandemic-related lawsuits yet to come. As if to confirm the suggestion, last week a shareholder plaintiff filed a COVID-19 related securities class action lawsuit against the actress Jessica Alba’s personal care consumer products company, The Honest Company. A copy of the plaintiff’s complaint can be found here. Continue Reading Consumer Products Company Hit with COVID-19-Related Securities Suit

La Sonate à Krutzer by René François Xavier Prinet

There is a natural tendency to think of musical compositions as autobiographical vehicles – that is, as expressions whose meanings can only be fully appreciated through an understanding of the composer him- or herself and of their lives. (My post last week about Chopin reflected this perspective.) Nowhere is this tendency more evident than with respect to the music of Ludwig van Beethoven; it is a common assumption that the drama and passion of his music can only be fully understood in the context of, say, his deafness, or his unrequited love for his “immortal beloved,” or even his never-ending financial woes. Continue Reading Sunday Arts: The Kreutzer Sonata

With the latest whistleblower awards to two individuals totaling $114 million (including an award to one individual of $110 million), the total amount awarded under the SEC whistleblower since its first award in 2012 now totals over $1 billion. The pace in the number and size of awards has accelerated significantly in the past year, as the SEC under the Biden Administration had pursued a pro-whistleblower approach. A copy of the SEC’s September 15, 2021 press release about the latest awards can be found here. The agency’s September 15, 2021 order regarding the awards can be found here. Continue Reading With Latest Awards, Total SEC Whistleblower Awards Top $1 Billion  

Geoffrey B. Fehling
Michael S. Levine

In the following guest post, Geoffrey B. Fehling and Michael S. Levine review and analyze a September 2, 2021 Fifth Circuit decision in which the appellate court reversed a lower court ruling and held that a D&O insurance policy must cover a settlement related to a social engineering loss. Geoffrey is a counsel in Hunton Andrews Kurth’s Boston office and Michael is a partner in the firm’s Washington, D.C. office. I would like to thank the authors for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article. Continue Reading Guest Post: 5th Circ.: D&O Insurer Must Cover Firm for Social Engineering Losses Despite Professional Services Exclusion

Sarah M. Abrams, Esq.

As I noted in my recent survey of key directors’ and officers’ liability issues, one of the most significant recent developments in the financial markets has been the meteoric rise of special purpose acquisition companies (SPACs). In the following guest post, Sarah Abrams, Director, Management Liability Claims at Markel, takes a look at the SPAC phenomenon and considers the underwriting implications, particularly with respect to climate tech companies. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. I welcome guest post submission from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article. Continue Reading Guest Post: Heating Up: SPAC Climate Tech Companies and Underwriting Considerations

In an important development affirming the use of federal forum provisions (FFP) to avoid duplicative parallel state court securities lawsuits, a New York state court judge has granted the securities suit defendants’ motion to dismiss based on the FFP in the corporate defendant’s charter. The ruling appears to be the first in New York – indeed, the first outside of California – to enforce an FFP. The New York court’s enforcement of the FFP is a significant step in companies’ efforts to try to avoid the duplicative litigation problems caused by the U.S. Supreme Court’s March 2018 decision in Cyan. A copy of the August 31, 2021 opinion of the New York state court in the Casa Systems case can be found here. Continue Reading New York State Court Enforces Federal Forum Provision