University of Arkansas at Little Rock Law Review

Document Type



I am delighted to contribute to this symposium on special purpose acquisition companies (SPACs). The securities litigation associated with the de-SPAC transaction is at an early stage, but courts are already wrestling with a number of unsettled issues that cast a mirror on SPACs and the securities laws more broadly. As these issues are resolved, they will affect the future of de-SPAC transactions as well as the regulatory environment in which they operate. In this essay, I identify ten such issues, drawing from the pleadings, briefings, and hearings in pending de-SPAC securities cases, with the goal of highlighting the key issues that are currently percolating in federal district courts across the country, from the Middle District of Tennessee to the Southern District of New York. I also include several issues that are not yet ripe, but which I foresee arising as the litigation progresses. The first five issues relate to claims under Section 10(b) and Rule 10b-5; the next four issues relate to claims under Section 14(a) and Rule 14a-9; and the final issue relates to both causes of action.