Delaware Chancery Court opens door to liability for SPAC sponsors


Publish Date:
January 5, 2022
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But importantly, according to professors Michael Klausner of Stanford Law School and Ann Lipton of Tulane Law School, the Delaware judge’s analysis of how Delaware fiduciary law applies to the Churchill SPAC will have broad implications for these companies, which attracted nearly $85 billion in investments in 2020.

“This case opens the door to judicial review of these deals,” said Klausner, whose groundbreaking 2020 analysis, A Sober Look at SPACs, is cited in Will’s opinion. (Full disclosure: Klausner was not directly involved in the MultiPlan case but is advising the shareholder firm Grant & Eisenhofer in other litigation against SPAC sponsors.)

Defense counsel Simpson Thacher & Bartlett and Weil, Gotshal & Manges argued that shareholders were actually asserting a derivative claim that Churchill had overpaid for MultiPlan. As you know, shareholders have to jump through lots of hoops to establish a right to sue derivatively on behalf of the company. Those obstacles, said Stanford professor Klausner, would be particularly onerous in the SPAC context.

“The court really brushed away all of the threshold questions,” Klausner said.

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