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Fairness Opinions And Spac Reform, Andrew F. Tuch
Fairness Opinions And Spac Reform, Andrew F. Tuch
Scholarship@WashULaw
Under the emerging regulatory framework for special purpose acquisition companies (SPACs), mergers of SPACs, known as de-SPACs, must be “fair” to public (or unaffiliated) SPAC shareholders, and transaction participants face heightened liability risk for disclosure errors. This framework is a product of the SEC’s reform proposal for SPACs (SPAC Reform Proposal) and recent decisions of the Delaware Court of Chancery. In this environment, third-party fairness opinions have been regarded as a de facto requirement for de-SPACs.
A Narrow View Of Transnational Fiduciary Law, Andrew F. Tuch
A Narrow View Of Transnational Fiduciary Law, Andrew F. Tuch
Scholarship@WashULaw
Fiduciaries frequently confront transnational situations. Yet, even as people, products, and capital have become more mobile, scholars have until recently given little attention to the transnational dimensions of fiduciary law.
This chapter conceptualizes transnational fiduciary law, a term that marries the fields of fiduciary and transnational law. It identifies two primary understandings of the concept and explores their scope and possible content.
Under the first interpretation of this composite concept, the term transnational qualifies what fiduciary scholars have conventionally understood as fiduciary law. Transnational fiduciary law, on this view, encompasses the application of fiduciary law to transnational problems and situations. …