This blog frequently has covered SPAC-related litigation (recently, here, here, and here), and the potential consequences of the Delaware Court of Chancery’s rulings in the MultiPlan and Gig3 cases.  As discussed previously, the decisions in Multiplan and Gig3, among others, may portend increased litigation surrounding de-SPAC transactions, and particular focus by the plaintiffs’ bar on any actual or perceived conflicts of interest.  A relatively recent complaint filed in the Court of Chancery targeting the Lottery.com SPAC deal may represent plaintiffs’ attorneys further widening the net of liability: the case targets not only the SPAC fiduciaries themselves but also the independent financial advisor that purportedly conducted due diligence in connection with the de-SPAC transaction.  Financial advisors often are intimately involved in the SPAC process: they help screen which companies are attractive targets for a SPAC merger and, once a target is chosen, conduct diligence to determine that the target is a genuinely good merger partner.  The Lottery.com complaint focuses on the financial advisors’ due diligence and on an allegedly conflict-prone compensation structure for those advisors, and alleges liability against an additional (and often deep-pocketed) class of defendant.

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