SPAC sponsors seeking to obtain shareholder approval for their proposed business combinations are realizing the influence that certain activist hedge fund investors wield as part of the proxy process. This webinar archive explores the influence that these hedge funds control in determining the outcome of the shareholder voting, and discusses some new and innovative features that enhance the likelihood of consummating the business combination.
Business Combination
Douglas Ellenoff
Ellenoff, Grossman & Shole
Steven Skolnick
Lowenstein Sandler
This section includes a discussion of certain provisions in the structuring of SPAC IPOs that limit the number of shares stockholders may redeem, and also addresses the ability of foreign private issuers submitting a proxy statement to shareholders without review by the SEC. This presentation also explores the ability to extend the 24 month dissolution period by shareholder vote and discusses the need to provide redemption rights in connections with such a vote.
- Implementing a 10b5-1 Plan
- Indemnity Caps
- Increases in Redemption Thresholds
- Permitting SPAC and Affiliates to Buyout "No Votes"
Phillip Goldstein
Bulldog Investors
SPACs provide investors with liquidity, flexibility, preservation of capital and the opportunity to participate in private equity transactions. At the same time, management is highly motivated to find a transaction that shareholders will find attractive. As a result, the pipeline for SPAC IPOs has been increasing at an astonishing rate. With so many opportunities to choose from, what should investors look for in a SPAC IPO?
- Underwriting Fees
- Strike Price of Warrants
- Maximum Conversion Percentage
- Is a Vote Required to Liquidate?
- Anti-takeover Provisions
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