The course will explain what SPACs (special purpose acquisition companies) are, when then emerged historically, how they are structured, how they are being used, how they work, why they are so popular, how they are regulated, what issues frequently arise and what risks they pose. The course will focus in on a few recent SPAC transactions to explain how the target is selected, how the merger with the SPAC occurs mechanically, what documents are negotiated and what documents are filed with the SEC. The course will also discuss some of the recurrent issues that frequently arise, including fair market value of a private target, valuation and status of options and deferred compensation, preparation of audited financials, the use of a simultaneous PIPE (private investment in public equity) transaction, the “promote,” registration rights, earn-outs, lock-ups, management, disclosure and insider self-dealing.
Presenter Bios
Luke McGrath is a member of Dunnington’s litigation, arbitration and mediation, international, intellectual property, advertising, art and fashion law, construction and Latin America desk practice areas. Mr. McGrath, a former prosecutor, served as an Assistant District Attorney in the offices of Robert M. Morgenthau, District Attorney of New York County. After serving with Mr. Morgenthau, Mr. McGrath taught as an Adjunct Professor at Fordham Law School and then clerked for the Honorable Nicholas G. Garaufis (USDJ). Before joining Dunnington, Mr. McGrath worked as an associate with the law firms of Cadwalader, Wickersham & Taft LLP and White & Case LLP, and as a partner at Bickel & Brewer LLP.
Mr. McGrath’s practice focuses on complex civil and criminal litigation, alternative dispute resolution and investigations. Examples of Mr. McGrath’s experience include the following:
Case management of numerous complex matters before state and federal trial courts; state and federal appellate courts; and arbitration panels involving, among other complex matters, securities issues, corporate governance, contract disputes, intellectual property claims, and contested matters unique to the hospitality industry. Mr. McGrath’s practice covers defending employers (and advertising agencies in particular) against employment actions and EPLI claims. Elected by defendant advertiser and advertising agencies to argue representative motion to dismiss in complex multi-defendant putative class action naming top agencies in the modeling and advertising industries; successfully argued motion resulting in dismissal of putative class action with prejudice.
Investigation of numerous confidential matters, including the investigation of transactions conducted over fifteen-year period in response to regulatory and criminal inquiries. Conducted informal discovery, including more than one hundred interviews in locations across the globe. Investigations have required mastery of legal and factual issues across multiple disciplines and in numerous jurisdictions. Legal issues implicated in investigations include tax and estate planning, Internal Revenue Code, securities laws and regulations and federal and state criminal law.
Represented and advised subjects, targets and witnesses before Permanent Subcommittee on Investigations of the U.S. Senate; U.S. Securities and Exchange Commission; U.S. Department of Justice; U.S. Internal Revenue Service; and New York County District Attorney’s Office. Liaison and advisor regarding interactions between clients and local city and state agencies. Met with U.S. Senators, Members of the House of Representatives and Congressional Staff on numerous matters.
Lead advocate before state and federal trial courts as well as the New York State Appellate Division, First Department; New York State Court of Appeals; and U.S. Court of Appeals for the Second Circuit.
Negotiated favorable settlements, including a number of favorable multi-million dollar settlements in, among other areas, the hospitality industry.
Mr. McGrath is a member of the Screen Actors Guild; author of the SDNY Local Counsel Blog; and a member of the New York County Lawyer’s Association. He is admitted to practice in New York, the U.S. District Court for the Southern District of New York, the U.S. District Court for the Eastern District of New York, the U.S. District Court for the District of Colorado, the U.S. Court of Appeals for the Second Circuit and the U.S. Court of Appeals for the Ninth Circuit.
Mr. McGrath’s publications include Two Dark Horses Have Emerged In the Coming Competition: Multi-family Apartments and Extended-Stay Lodging, Hotel Business Review, 2009; Mexico Report, 24 Fordham Int’l L.J. 801, 2001; City of New York, One Country Two Systems? – The Rule of Law, Democracy, and the Protection of Fundamental Rights in Post-Handover Hong Kong, 23 Fordham Int’l L.J. 401, 1999; and Vietnam’s Struggle to Balance Sovereignty, Centralization, and Foreign Investment under Doi Moi, 18 Fordham Int’l L.J. 2095, 1995.
Mr. McGrath has served on panels including Current Hospitality Industry Issues, NYU’s 2009 Hospitality Industry Conference, June 2009; Hospitality Industry Update, NYU’s 2008 Hospitality Industry Conference, June 2008; and Hospitality Industry Legal Eagles, NYU’s 2007 Hospitality Industry Conference, June 2007. He is Luncheon Chair for the New York County Lawyers’ Association Edward Weinfeld Award for Distinguished Contributions to the Administration of Justice. Mr. McGrath also chaired the New York County Lawyers’ Association’s publication committees for “The United States District Court for the Southern District of New York: A Retrospective (2000-2010)” and for “The United States District Court for the Eastern District of New York: A Retrospective (1990-2012)”.
Mr. McGrath received his Bachelor of Arts with honors from Trinity College. Mr. McGrath received his Juris Doctorate from Fordham Law School, where the International Law Journal awarded him the MCI-Fordham International Law Fellowship. He later returned to Fordham as an Adjunct Professor and Fellow of Fordham’s International Human Rights Program.
Eden P. Quainton is a member of Dunnington’s corporate, international, France , Italy and Latin America Desks, litigation/ADR and employment practice areas. Mr. Quainton is a former partner with Skadden, Arps, Slate, Meagher & Flom LLP and a former associate with Cravath, Swaine & Moore LLP and Cleary, Gottlieb, Steen & Hamilton, LLP. Mr. Quainton’s practice focuses on corporate transactions and civil litigation. Mr. Quainton speaks French, Spanish, Russian and Italian, and has a working knowledge of German. He routinely advises French and Spanish-speaking clients in both corporate and litigation matters. Examples of Mr. Quainton’s experience include the following:
Mr. Quainton has represented clients throughout the world, in Latin and North America, Europe, Russia and the CIS, Asia and Africa, with a particular focus on France and the former Soviet Union. His large-firm experience focused primarily on clients such as Air France, HSBC, Merrill Lynch and sovereign clients, including the Chinese Ministry of Finance and the Kazakh national oil company. Over the past several years, Mr. Quainton has shifted his focus to smaller clients and individuals, to provide “big firm” service with the personalized attention of a smaller practice. He has represented a self-driving car start-up, including establishing a joint venture in China, the African Guarantee Fund in its implementation of best corporate governance practices and evaluation of fundraising options, various start-ups in fundraising efforts under Regulation D, Regulation S and Regulation A+, a US-headquartered Bangladeshi health care start-up, a French public relations firm in its sale to a larger US acquirer, a US alternative energy provider in its acquisition of a Belgian tech firm, and numerous one-off or “bespoke” transactions. He also serves as the general outside counsel to several clients, including a non-profit organization focusing on the performing arts; in that capacity he has advised on employment, fundraising, governance, litigation and transactional matters.
Mr. Quainton maintains an active litigation docket, including an array of cases in State and Federal court, at both the trial level and on appeal. He is or has recently been lead counsel on defamation matters pending in the District Court for the District of Columbia, a § 1983/Monell wrongful death case against the City of New York based on a multi-year pattern of physical abuse and medical neglect towards a pre-trial detainee, a copyright infringement case on behalf of an Indian garment manufacturer, a RICO suit being brought by French investors against various US individuals and financial institutions, numerous “business divorce” cases in state and Federal court, a “me too” claim brought by a plaintiff of Chinese origin against a French national residing in Moscow, the Indian-American plaintiffs in a residential oil spill case, and various individuals and small businesses in contract and tort cases. He has represented clients on appeals before the DC Circuit, the New York Appellate Division and the New Jersey Appellate Division. Mr. Quainton has represented clients in arbitration proceedings before the ICC and has helped resolve numerous matters for clients through mediation.
Mr. Quainton is admitted in New York and New Jersey and in the Southern, Eastern and Northern Districts of New York, as well as the District and Circuit Courts for the District of Columbia. He was the first American admitted to the Paris Bar on the basis of a competitive examination and was a member of the Paris Bar from 1996-2010.
Mr. Quainton routinely handles employment matters for both plaintiffs and defendants, including claims arising under the New York Human Rights laws, where he has represented clients suffering from physical and mental handicaps, claims arising under the FLSA, including “misclassification” claims, wage and hour claims, the rights of migrant workers under the Migrant and Seasonal Agricultural Worker Protection Act, employment termination litigation, severance and “golden parachute” issues, confidentiality, non-disclosure and non-competition agreements, independent contractor, work-for-hire, and executive employment agreements.
Mr. Quainton has handled a number of sensitive investigations, including an investigation of the Department of Defense for the Republic of Kazakhstan in connection with the sale of aircraft to North Korea, an internal investigation for a US Fortune 100 company of its French subsidiary, and an FCPA assessment for an investment bank with a stake in a major provider of outsourcing solutions in India. Mr. Quainton’s language skills and international background make him a valued advisor to clients in cross-border investigations.
Mr. Quainton received his Bachelor of Arts summa cum laude from Yale University, and his J.D. with distinction from Stanford University, where he was a member of Law Review, a co-President of the Moot Court Society, and a Mellon Fellow in the Humanities, and where he also received an MA in Russian.
Mr. Quainton enjoys hiking and running, learning new languages (currently working on Hebrew), and reading and writing poetry.
