SPACs, de-SPACs, and Sponsor Liability: Conflicts of Interest, Mismanagement Claims, Disclosure Obligations

Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public offerings, follow-on public offerings, shelf takedowns, registered direct placements, PIPEs and other private placements (144A, Reg D, Reg A, Reg S, etc.). He also regularly represents public companies regarding their SEC and NYSE or Nasdaq listing compliance and has acted as outside general counsel, including corporate, securities, M&A litigation and business counseling, to hundreds of private and public companies as well as their officers and directors. Mr. Nussbaum’s also negotiates and documents acquisitions, mergers, going-private transactions, reverse mergers, proxy contests, tender offers, control contests, fund formations and secured lending financings and has represented issuers and underwriters in more than 100 SPAC public offerings and business combinations. He was responsible for developing the groundbreaking IPAC, which features many of the benefits of the SPAC, but offers increased flexibility on pricing and deal structure, along with a more rapid transaction cycle.

Mr. Brecher’s experience ranges from serving as general counsel of New York Stock Exchange and NASD/FINRA member brokerage firms to representing companies in hundreds of public and private securities offerings, and advising institutional and high net worth investors. In addition, Mr. Brecher is counsel of record in several leading published decisions establishing precedents in securities, business and education law. He is a Court-appointed mediator in the U. S. District Court, Southern District of New York, and a mediator and an arbitrator at FINRA. Mr. Brecher is a nationally known author and lecturer who has written and presented on topics relating to private and public securities offerings, and other corporate, securities and investment banking matters. He has appeared on CNN and in numerous other national and local television and radio media outlets. His articles have appeared in Barron’s, The American Law Institute – American Bar Association’s The Practical Lawyer, Boardroom Reports, Bottom Line/Personal and in a number of other professional and general circulation magazines and newspaper publications. Mr. Brecher authored Chapter 9 of “Securities Offerings: New York Practice Guide: Business and Commercial,” and co-authored Chapter 24 “New York Forms of Jury Instruction, Officers’ and Directors’ Liability,” both published by Matthew Bender & Co.

Mr. Lucosky is the founding and managing partner of Lucosky Brookman LLP and oversees both the transactional and litigation departments. He has a broad multidisciplinary practice that includes extensive experience in litigation and dispute resolution, regulatory investigations (including FINRA and SEC matters), negotiated mergers and acquisitions; domestic and cross-border investments/joint ventures; the representation of private equity; venture capital and other private investment funds, placement agents and underwriters; securities offerings; private and public financings (including secured and unsecured lending); bankruptcy transactions; real estate matters; and various other types of commercial transactions. In addition, Mr. Lucosky counsels corporate boards, board committees (including special committees) as well as being a personal adviser to many entrepreneurs, business leaders and corporate executives. He has counseled clients on significant litigation, regulatory and transactional matters across a number of industry sectors.