As Alison Frankel at Reuters observed, of the 60+ lawsuits filed in New York state court in the first half of this year against SPAC directors for inadequate disclosures, most of them typically settled after the initial complaint was filed, without advancing their claims that the SPAC boards violated their duty of disclosure by withholding key information from their public filings relating to the SPAC transactions.  What is motivating the quick settlement?  The chance…

Given the unprecedented surge in SPAC activity in the first half of 2021,  SEC Acting Director John Coates has expressed concerned about risks ranging from fees, conflicts and sponsor compensation, to the sheer amount of capital pouring into the SPAC market.  Naturally, with this surge has come “unprecedented scrutiny,” and the SEC has been focusing on clearer disclosures and transparency for shareholders. Among the interesting data point Director Coates identified, only about 10% of…

A data-rich thought piece by New Cannabis Ventures makes an interesting case for using a sum-of-the-parts analysis in valuing cannabis companies with diverse operating segments, as that helps filter out any boosted value that might be otherwise be included by a simple EBITDA analysis that inflates the overall valuation by including non-cannabis operating segments. The piece provides an excellent illustration of an instance in which a graphic identifying the “largest global cannabis companies by revenue”…

Los Angeles Venture Association (LAVA) recently hosted a webinar discussing the recent uptick of merger and acquisition activity over the last six months, and the trends that will impact the future of the market. Two reasons for the uptick in cannabis industry investments are confidence in the economy and elections which helped legalize cannabis.  Momentum in states like Texas have increased confidence for investors to enter in the cannabis industry.   With increased capital but lack…

Attorneys for the investors in Tesla Inc. will argue that they have the right to use testimony from Elon Musk’s recent deposition in another case involving Musk’s control over Tesla and board conflicts in their action slated to go to trial later this month.  The investors urge that any contradictory testimony could be used to impeach Musk at trial.  But, Musk’s attorneys want to limit the investors’ access to issues involving the SolarCity deal –…

This newest piece from Law.com [$$] analyzes the most recent appraisal decision from the Delaware Chancery Court, Regal Entertainment Group, in which the court awarded stockholders a 2.6% premium to merger price.  The valuation determination followed from the court’s pegging Regal’s fair value to merger price less synergies, while adding back the increase in value arising between the signing and closing of the merger agreement with Cineworld that resulted from the reduction in the corporate…