- within Intellectual Property topic(s)
An investor used a private investment in public equity (PIPE) to acquire shares in a company that went public through a Special Purpose Acquisition Company (SPAC). As part of a transaction linked to that investment, the investor was granted a put option on the company’s shares – giving the investor the option to sell the shares at a predetermined price at a predetermined time.
The company was subsequently delisted and filed for insolvency. When the investor attempted to exercise its put option, the counterparty claimed it was not exercisable.
Lawyers acting for the investor engaged the AlixPartners team to provide expert analysis of the transaction. Led by Partner and Managing Director Dr Chudozie Okongwu, the team provided two expert reports and testimony covering the following aspects:
- an overview of the relevant financial products forming part of the transaction and an analysis of the risk profile, transaction nature and transaction terms, including the potential economic benefits to each of the parties;
- an analysis of SPAC and de-SPAC markets;
- an analysis of market convention for option contracts in the event of delisting or insolvency; and
- a response to expert reports filed by the opposing experts.
The arbitral tribunal decided in favour of the investor, finding that it had validly exercised its put option. The decision cited Dr Okongwu’s testimony, including in relation to the fact that the shares remained tradeable despite having been delisted.
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