Stuart Neuhauser, a member of EG&S, is a corporate/securities attorney with a focus on business transactions and corporate financings. Mr. Neuhauser has represented public companies (both domestic and foreign) in connection with their public offerings and other financings, as well as general corporate governance matters. Mr. Neuhauser has also represented investment banking firms in connection wtih financings and general advisory engagements, and has counseled both public and private companies in mergers and acquisitions (including "reverse mergers" and SPAC M&A transactions). Mr. Neuhauser has extensive experience in the public offerings of SPACs (on behalf of issuers and underwriters) and has played an important role in drafting and formulating the structural changes of the new generation of SPACs. Led by Mr. Neuhauser (and other members of the Firm), EG&S has been one of the most active firms in the world in both SPAC IPOs and SPAC M&A transactions. In addition, EG&S has acted as special SPAC counsel in connection with numerous Canadian SPACs.
Thursday February 15, 2018
Everything You Need to Know About SPAC Deal Documentation
- NDA’s, LOI’s and engagements with advisors.
- Agreements related to SPAC deal sponsors.
- Indemnifications, fairness opinions and insurance issues.
- Customary (and non-customary) reps and warranties.
Thursday February 7, 2019
Financial Statement Requirements for Business Combinations
- SEC requirements for target financial statements in the SPAC business combination context
- Identifying issues early in the process that could delay the deal
- Process for seeking relief from the SEC from the technical requirements
- Post-closing financial statement issues
Thursday June 16, 2022
Fostering Clear Communication with Retail SPAC Investors
- Investor lawsuits against de-SPACed companies are on the rise
- Marketing vigorously, making robust projections, avoiding hyperbole
- Issuing regular updates and press releases
- Rock the vote: Ensuring retail investors participate in shareholder meetings and merger votes
Thursday June 24, 2021
Matters of Disclosure
- Insiders’ potential conflicts of interest
- Business combination mechanics, including the financial incentives of insiders to complete a deal
- Securities ownership by insiders
- Understanding additional financing that may be required, including PIPEs
- The process for identifying the target, including the selection and evaluation process
Thursday February 6, 2020
SPACS: Boom vs. Bust Markets
- Can SPAC IPO volumes continue to grow
- How to think about yields and minimum guaranteed returns for investors in both boom and bust markets
- Is there any correlation between traditional M&A activity and SPAC IPO/M&A activity?