SPAC Defenders Fear Professor’s Victory Means Lawsuit Gold Rush


Stanford Law Professor Michael Klausner’s legal push aimed at showing SPACs are a rip-off for everyday investors is going as well as he could have hoped. And some fear it’s going too well.

Klausner and Grant & Eisenhofer lawyers won a ruling last week allowing their case against a SPAC, GigCapital3 Inc., to move toward trial.

The Delaware Chancery Court ruling essentially rubber-stamped Klausner’s conclusions about the murky economics of special purpose acquisition companies. I profiled his research into the vehicles in September.

Klausner’s victory is important because his criticisms are applicable, in varying degrees, to every SPAC merger—and there were lots of them.

Of course, Klausner won’t decide if other lawyers show up at the Delaware courthouse. That will be decided in part by the economics of the plaintiff’s bar.

Plaintiff’s lawyers face two challenges in bringing these claims, Stanford Law Professor Joe Grundfest said in an interview. (He is admittedly partial to his colleague Klausner’s work—calling him the “Ace of SPACs.” But he is also an expert in securities litigation and its plaintiff’s bar.)

One challenge is finding lead plaintiffs, which may prove difficult considering the large investment houses or pension plans that typically play that role did not invest in SPACs.

The other is finding SPACs that were big enough to support big damages claims.

“If the plaintiff’s bar can find the sweet spot—a cohort of plaintiffs who have standing combined with SPACs that will generate sufficient damages—then there is more business here,” Grundfest said, adding that a settlement was likely in the Gig3 case.

“The larger the settlement,” he said, “the more litigation we can expect.”

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