Earlier this week the Delaware Court of Chancery issued its second substantive decision regarding fiduciary duties of SPAC directors, following its decision in In re MultiPlan, issued almost exactly one year ago. In the decision this week in Delman v. GigAcquisitions3, the Court rejected certain defenses left open in MultiPlan, held that entire fairness review applied to the de-SPAC transaction based on certain features common to most SPACs and suggested that even robust disclosures would not entitle de-SPAC transactions to business judgment review.
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