Law Firm White & Case Fires Shots Across the Bow

Posts a takedown of the recent lawsuits brought by former SEC Commissioner and Law Professor

In the ongoing saga surrounding the recent lawsuits brought by former SEC commissioner and current NYU Law professor Robert Jackson and Yale Law School professor John Morley, against Pershing Square Tontine Holdings, and more recently, GO Acquisition Corp. and E.Merge Technology, the global law firm White & Case posted a statement on their site this morning disputing the suits’ claims.  More importantly, they quite strongly say that these lawsuits are unlikely to win.

Throughout the post, White & Case’s SPAC lawyers, breakdown why the claims brought by the plaintiffs are “meritless”, but they start with a bang by stating upfront that the suits “contain no novel arguments or revelations….and should fail“:

“The claim that SPACs are investment companies is meritless, as it is based on a flawed portrayal of both the purpose of SPACs as well as the applicable provisions of the ICA. As the SEC has recognized for decades, a SPAC is a blank check company whose primary purpose, during its limited corporate lifespan, is to engage in a business combination with an operating company, and therefore is not an investment company governed by the ICA. The lawsuits, which contain no novel arguments or revelations that would affect that treatment, should fail.”

After running through exactly how and why these cases are meritless, the likes of which are probably better explained by reading it and which you can find HERE, the lawyers really let you know how they feel about the matter by saying, “It is unfortunate that the lawyers are concocting spurious claims as a means of pursuing their agenda“.

Shots fired, indeed. These are no small things to say from a law firm that ranked as the 11th highest grossing law firm in the world in 2020, according to the 2020 Global 200 survey.

Joel Rubinstein, a partner in White & Case’s Capital Markets group said, “We thought it was important to take an unequivocal stand against these claims, which appear to be agenda-driven and without a legal basis. It is manifestly clear that the business purpose of a SPAC is to identify and combine with an operating business, not to serve as a vehicle for investments in government securities.”

We may be heading into Fall, but things are heating up in SPAC Land…we’ll have to see what else develops.