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With their flexible structures, faster access to public markets and attractive pricing, Special Purpose Acquisition Companies (SPACs) play an increasingly important role in capital raising and in facilitating business transactions. But their unique features also can come with unique litigation risk and are attracting regulatory scrutiny. No firm is more experienced nationally in structuring and executing SPAC transactions and in meeting emerging SPAC-related litigation and regulatory challenges head on.

Our Practice

SPAC IPOs

Paul, Weiss regularly represents issuers and their underwriters in connection with U.S. and global offerings of securities and stock exchange listings. We have extensive experience handling some of the most complex and demanding IPOs. Leveraging our deep capital markets experience, Paul, Weiss has the expertise and judgment necessary to guide clients through the formation and structuring of SPACs. Known for our commercial, strategic and responsive guidance, our team provides comprehensive representation at all stages of the IPO process, including the specialized tax and securities law knowledge and financing experience that SPAC IPOs require. Once a SPAC is formed and publicly listed, we help clients satisfy SEC and stock exchange requirements and prepare for future regulatory and investor oversight.

De-SPAC M&A Transactions

Whether representing SPAC issuer-acquirers or target companies, we draw on deep market knowledge and M&A experience to execute de-SPAC business combinations efficiently. Our team analyzes market trends to structure and negotiate the most effective business combinations and sponsor arrangements, including the use of specialty equity and debt financings. We offer proactive counsel to help sustain a successful publicly traded company, including on the application of proxy rules, SEC reporting requirements and corporate governance best practices.

SPAC Litigation

While plaintiffs suing SPAC-related entities have most often filed traditional merger objection claims or securities fraud claims, the plaintiffs’ bar is already calling out the unique structural features of SPACs in order to enhance their allegations. We field the nation’s leading litigation and regulatory defense team, including the most sought-after deal litigation and securities litigation specialists. We are proactive in our litigation strategy, beginning at the planning phase – where we counsel SPAC clients considering transactions on litigation strategy, flagging potential disputes related to deal protection, disclosure obligations, conflicts of interest and executive compensation, among other issues – and extending to advice on potential post-closing litigation. Adversaries know that we are prepared to take cases to trial and that we know how to win, which gives our clients a tremendous advantage in the courtroom and at the settlement table.

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