b'MERGERS & ACQUISITIONS| SPAC sThus, perhaps the most significant SPAC-relatedbecause they were self-interested or because they case of 2021 actually came in January 2022, whenlacked independence from the controlling the Delaware Court of Chancery issued an opinionstockholder. The court concluded that the business denying motions to dismiss in In re Multiplan Corp.combination was a conflicted transaction because Stockholders Litigation, a stockholder action arisingthe SPAC founders (which included the directors) out of the completed business combination forreceived a unique benefit not shared by the Churchill Capital Corp III (Churchill), andSPACs Class A stockholders. The unique benefit Multiplan Inc. (MultiPlan), a provider of datastemmed from the different financial incentives of analytics technology and cost managementthe SPACs Class B stockholders (which were the solutions platform for the US healthcare industry.SPAC founders) had compared to Class A The proxy statement for the Churchill stockholderstockholders. The court observed that Class B meeting disclosed MultiPlans dependence on astockholders stood to realize substantial gains even single customerits largestfor 35% of itsif the business combination was a bad deal and revenues. Critically, however, the proxy statementthe post-combination companys stock price fell did not disclose that the customer was UnitedHealthdramatically, but the same Class B stockholders Group Inc. (UHC) or that UHC intended to createwould lose all of their invested capital if there was an in-house data analytics platform that wouldno deal and the SPAC dissolved, thereby allegedly both compete with MultiPlan and causereturning all capital invested by the Class A UHC to move all of its key accounts from MultiPlanstockholders, with whatever interest was earned by the end of 2022. After consummation of thewhile such funds were sitting in the Trust. In business combination an equity research firmcontrast, a Class A stockholder would realize published a report about MultiPlan discussing,substantial loss in a bad deal scenario, but would among other things, UHCs formation of its ownget all of its capital back in a no deal scenario, data analytics platform causing MultiPlans stockplus whatever small amount of interest was gained price to drop significantly. The lawsuits alleged,while their capital was sitting in the Trust account among other things, claims of breach of fiduciaryestablished by the SPAC. Applying the entire duty by the defendant officer and directors offairness standard and presuming that the plaintiffs MultiPlan when they issued a materially false andfactual allegations were true, the court concluded misleading proxy statement that effectivelythat the complaint successfully stated a breach of impaired Class A stockholders informed exercise offiduciary duty claim against Churchills directors and their redemption and voting rights.declined to dismiss the lawsuit. The plaintiffs put forth, and the court accepted, twoAlthough the courts opinion is only a denial of a individually sufficient arguments as to why themotion to dismiss and not a final ruling on the entire fairness standard applied: (i) the businessmerits, it is an important development for SPACs combination, including the right to redeem, was aand SPAC sponsors, directors and officers. The conflicted transaction, and (ii) a majority of thecourts conclusions signal potential increased Churchill board of directors was conflicted eitherlitigation risk for SPAC directors in connection with 28|Global Insurance Industry Year in Review 2021'