The Delaware Court of Chancery yesterday denied a motion to dismiss a class action alleging that the directors and sponsor of a special-purpose acquisition company (a “SPAC”) breached their fiduciary duties by disloyally depriving the SPAC’s public stockholders of information material to their decision whether to redeem their stock before the SPAC merged with a private company in a “de-SPAC” transaction.  The decision in Delman v. GigAcquisitions3, LLC (Del. Ch. Jan. 4, 2023), adds to the growing body of cases analyzing potential conflicts in SPAC transactions and applying the rigorous “entire fairness” standard of review.

The Delman ruling also is notable for its substantial reliance on allegations from an academic article discussing the high costs embedded in the SPAC structure.  One of the authors of that article appeared for the plaintiff in Delman.


The SPAC at issue was a typically structured SPAC.  It was formed and managed by a sponsor, and it then offered shares to the public through an IPO.  The corporate charter required the SPAC to complete a de-SPAC transaction with a not-yet-identified private company within 18 months or to liquidate if a merger could not be completed within that time.  Upon liquidation, a trust holding the IPO proceeds plus accrued interest would be distributed to the SPAC’s public stockholders, but the founder shares – approximately 20% of the SPAC’s post-IPO equity – would become worthless.

The SPAC entered into a merger agreement with a target company within the required period.  The SPAC’s proxy statement invited stockholders to vote on the merger and informed public stockholders of their right to redeem their stock (for the original purchase price of $10 per share plus accrued interest) if they did not want to become stockholders in the post-merger entity.  The proxy statement contained projections prepared by the target’s management forecasting explosive growth over the next five years.  It also disclosed potential conflicts of interest between the SPAC’s sponsor and Board, on the one hand, and its public stockholders, on the other, including that the sponsor, officers, and directors would lose their entire investment in the SPAC if the merger were not consummated by the applicable deadline.

The stockholders approved the merger, but the post-merger company’s performance suffered, and its stock price fell dramatically.  A stockholder who had purchased the SPAC’s stock before the merger then filed a putative class action asserting direct claims for breach of fiduciary duty against the SPAC’s Board, sponsor, and controlling stockholder, and a claim for unjust enrichment against the sponsor and the directors.  The court denied the defendants’ motion to dismiss, holding that “it is reasonably conceivable” that the defendants breached their fiduciary duties by depriving the public stockholders of material information they needed to decide whether to redeem their SPAC shares before the merger.

Chancery Court’s Decision

The court began by rejecting two threshold arguments that the defendants had raised:  (i) the asserted claims were derivative, rather than direct, and (ii) the claims were impermissible “holder” claims.

  • The claims for breach of fiduciary duty were direct, not derivative, because the allegedly disloyal conduct had deprived the SPAC’s public stockholders of information they needed to decide whether to exercise their own redemption right.  That right is personal to the public stockholders, and an injury could not be redressed through a recovery flowing to the SPAC.  Similarly, the unjust-enrichment claim was based on the sponsor’s and the Board’s enrichment because of the supposed informational imbalance.  That alleged harm also was separate from any potential injury to the SPAC itself.
  • The claims were not “holder” claims because they did not allege that the public stockholders had been wrongfully induced to hold their stock instead of selling it.  Rather, the claims were predicated on the stockholders’ having been asked to make a decision:  whether to redeem their stock before the de-SPAC merger occurred.  A stockholder “who opted not to redeem chose to invest her portion of the trust in the post-merger entity.  This affirmative choice is one that each SPAC public stockholder must make.  There is no continuation of the status quo,” as there is with a “holder” claim.

The court then turned to the claims for breach of fiduciary duty and the allegation that the defendants had disloyally hindered the public stockholders from being able to exercise their redemption right effectively.  The court viewed the redemption right as “the primary means protecting stockholders from a forced investment in a transaction they believe is ill-conceived.”  A SPAC’s fiduciaries thus “must ensure that right is effective, including by disclosing fully and fairly all material information that is reasonably available about the merger and target to inform the redemption decision.”

As in most cases involving alleged breaches of fiduciary duty, a threshold and potentially outcome-determinative decision concerns the standard of review that the court should apply:  the relatively deferential business-judgment rule or the more rigorous “entire fairness” standard, which requires the defendants to demonstrate that the challenged act or transaction was entirely fair to the corporation and its stockholders in terms of both price and process.  The court here applied the entire-fairness standard because of “inherent conflicts between the SPAC’s fiduciaries and public stockholders in the context of a value-decreasing transaction.”  The court held that the plaintiff had plausibly pled facts showing that the de-SPAC merger was a “conflicted controller transaction” and that a majority of the SPAC’s Board was not disinterested or independent.

  • The de-SPAC merger plausibly was a conflicted transaction in that “the defendants were incentivized to undertake a value-decreasing transaction because it led to colossal returns on the Sponsor’s investment, without regard to whether public stockholders were better served by liquidation.”  If the merger (or some other merger) did not take place within the required 18-month period, the sponsor and other defendants who had invested in the SPAC would lose their investment, but the public stockholders would get back their money plus interest.  Thus, for the sponsor, a flawed deal allegedly was better than no deal at all, while the opposite was true for the public stockholders.  The defendants therefore allegedly had an incentive to provide inadequate or overly optimistic disclosures about the merger to discourage redemptions (which would deplete funds available for the merger) and ensure the transaction’s consummation.
  • The non-sponsor members of the SPAC’s Board were not independent and disinterested because they had numerous overlapping business ties to the conflicted sponsor, which clearly was interested, and one of those other Board members was also the wife of the sponsor’s controlling shareholder.

Under the entire-fairness standard, the court held that the plaintiff had pled viable claims for relief.  The “public stockholders knew that if they redeemed, they were promised $10 per share plus interest,” but they were given “incomplete information about what they would receive if they instead opted to invest” in the post-merger entity.  The allegedly inadequate information concerned both what the SPAC itself would invest in the target and what the SPAC would receive from the merger.

  • The proxy statement said that the merger consideration to be paid to the target’s stockholders consisted solely of SPAC stock valued at $10 per share.  Thus, non-redeeming SPAC stockholders who exchanged their SPAC stock worth $10 per share could expect to receive equivalent value in return.  However, the plaintiff alleged that the actual amount of net cash per share that the SPAC would invest in the target was only about $5.25.  The proxy statement thus allegedly “misstated and obfuscated the net cash – and thus the value – underlying [the SPAC’s] shares.”  The alleged disparity between the SPAC’s purported contribution of $10 per share and its actual contribution of $5.25 arose from the supposedly hidden costs involved in SPAC transactions and the understated number of pre-merger shares involved.  The economic analysis came from an article called “A Sober Look at SPACs,” by Michael Klausner, Michael Ohlrogge, & Emily Ruan, published last year in the Yale Journal on Regulation.
  • As for what the SPAC and its stockholders would receive from the merger:  the proxy statement projected dramatic growth over the next five years, including annual revenue growth of more than 22,100% and an increase in annual gross profits from zero to more than $500 million.  But those “lofty projections” – which have not materialized to date – “were not counterbalanced by impartial information.”  The SPAC’s stockholders thus “were kept in the dark about what they could realistically expect from the combined company.”  The court held that the plaintiff had plausibly alleged that the defendants “knew (and should have disclosed) or should have known (but failed to investigate)” that the target’s projections would be difficult to achieve.  And without an accurate portrayal of the target’s financial health, “the public stockholders could not fairly decide whether it was preferable to redeem for $10 plus interest or to invest in a risky venture.”

The court therefore could not conclude at the pleading stage that the transaction was the product of fair dealing.  The court also ruled that unfair price could be inferred from the allegation that the public stockholders were left with target shares worth far less than the redemption price of $10 per share.


The Delman ruling does not break new ground in light of other recent Delaware decisions on SPAC transactions, potential conflicts of interest in the SPAC structure, and the importance of adequate disclosures to protect public stockholders’ redemption right.  But the decision highlights issues concerning the economics and expenses underlying the SPAC structure, a topic explored in great depth in the Yale Journal on Regulation article, one of whose authors (Professor Michael Klausner, of Stanford Law School) appeared for the plaintiff in this case.  That article concluded that the “costs embedded in the SPAC structure are subtle, opaque, higher than has been previously recognized, and higher than the cost of an IPO.”  The Delaware court made clear that, at the pleading stage, it was not assessing the accuracy of the plaintiff’s allegations based on the Yale Journal article and was not endorsing any specific formula or method for calculating the net cash per share that the SPAC had contributed to the merger.  But the article attracted attention when it was published in 2022, and, in light of the Delman decision, it is likely to be cited in other SPAC-related litigation.

The decision also raises another interesting issue concerning the choices facing public stockholders of SPACs when they receive a proxy statement inviting them to vote on a de-SPAC merger and informing them of their redemption right.  The court observed that, in the SPAC context, public stockholders’ voting interests are “decoupled from their economic interests” because the stockholders can choose to redeem their shares and still vote in favor of the merger.  In fact, they arguably have some incentive to vote in favor even if they want to redeem:  they generally received warrants as well as shares in the SPAC’s IPO, and those warrants would be worth something if the merger occurs, but nothing if it does not.  Public stockholders thus have no reason to vote against a bad deal.  As the court noted, however, a merger vote “could have greater importance if stockholders’ voting and economic interests had been ‘recoupled’ by requiring redeeming stockholders to vote against the deal.”  The court cited another article from the Yale Journal on Regulation arguing that “recoupling the vote with the redemption right can help ensure that good [de-SPAC] deals go forward – and bad deals don’t.”  Whether this idea will gain any traction remains to be seen.

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Photo of Jonathan Richman Jonathan Richman

Jonathan Richman represents a variety of companies in securities class actions, shareholder derivative actions, internal investigations, SEC investigations, corporate governance, insider trading, D&O insurance and related matters. Many of those matters involve international elements, including representations of non-U.S. issuers in U.S. litigation and…

Jonathan Richman represents a variety of companies in securities class actions, shareholder derivative actions, internal investigations, SEC investigations, corporate governance, insider trading, D&O insurance and related matters. Many of those matters involve international elements, including representations of non-U.S. issuers in U.S. litigation and in landmark non-U.S. collective settlements under Dutch law in the Netherlands. Jonathan’s clients have included Hewlett Packard, Royal Dutch/Shell, Zurich Insurance Group, Halliburton, Waste Management, and Bed Bath & Beyond.

Jonathan writes extensively on topics ranging from securities and insider-trading law, corporate governance and fiduciary issues to non-U.S. law on collective actions. His articles have been published in major legal publications.

Jonathan is the past co-head of the Firm’s Securities Litigation Group.

Class Action and SEC Enforcement Experience

  • Royal Dutch/Shell
  • Global Crossing
  • Waste Management
  • Zurich Insurance Group
  • Vestas Wind Systems A/S (class action only)
  • JBS S.A. (class action only)
  • Henry Schein, Inc. (class action only)
  • YRC Worldwide Inc. (class action only)
  • Bed Bath & Beyond Inc. (class action only)
  • Roka Bioscience, Inc. (class action only)
  • Fifth Street (class action only)
  • Vida Longevity Fund (class action only)
  • Former CEO of Lumber Liquidators (class action only)
  • Individual defendant in Third Avenue securities class actions
  • American General (class action only)
  • Metropolitan Life (class action only)
  • New York Life (class action only)
  • Leucadia/Jefferies merger litigation (class action only)
  • Realty Income/American Realty merger litigation (class action only)
  • ARCP/ARCT III merger litigation (class action only)
  • Aberdeen/Artio merger litigation (class action only)
  • PhotoMedex/LCA-Vision merger litigation (class action only)
  • RCS Capital/Summit Financial merger litigation (class action only)
  • First American/First Advantage merger litigation (class action only)
  • SEC inquiry involving CMBS servicing
  • SEC inquiry involving issuer’s confidentiality notice for internal investigations
  • Various SEC, CFTC, and FINRA inquiries involving trading issues

Shareholder Derivative Litigation

  • Hewlett-Packard
  • Royal Dutch/Shell
  • Brocade Communications Systems, Inc.
  • Halliburton Company
  • Waste Management, Inc.
  • Henry Schein, Inc.
  • YRC Worldwide Inc.
  • Bed Bath & Beyond Inc.
  • Fifth Street
  • Vida Longevity Fund
  • Former CEO of Lumber Liquidators
  • Individual defendant in Third Avenue derivative litigation

Department of Justice Proceedings

  • Royal Dutch/Shell
  • Global Crossing
  • Property and casualty insurers


  • Advising outside directors of for-profit educational institution on litigation and regulatory investigations
  • Providing advice and training sessions for clients on insider-trading issues
  • Representing Financial Oversight and Management Board for Puerto Rico in pending litigation arising from Puerto Rico bankruptcy


  • Author, “Court Preliminarily Enjoins Florida’s ‘Stop Woke Act,’” National Law Review (Aug. 22, 2022)
  • Author, “Blockchain Meets Morrison:  Court Rejects Blockchain Class Settlement Because of Concerns About Adequacy of Representation,” National Law Review (Aug. 16, 2022)
  • Author, “Delaware Supreme Court Allows Use of ‘Reliable’ Hearsay to Support Books-and-Records Demand,” National Law Review (July 20, 2022)
  • Author, “Divided Delaware Supreme Court Decision Highlights Issues About Director Independence in Derivative Actions,” National Law Review (June 30, 2022)
  • Author, “Second Circuit Reverses Dismissal of Securities Claim Alleging Failure to Disclose SEC Investigation,” National Law Review (May 25, 2022)
  • Author, “Ninth Circuit Upholds Delaware-Forum Bylaw That Precludes Assertion of Federal Proxy Claim,” National Law Review (May 13, 2022)
  • Co-author, “SEC Defeats Motion to Dismiss Insider Trading Complaint Alleging Novel ‘Shadow Trading’ Theory, The Corporate Lawyer, vol. 59, no. 3 (Feb. 2022), at 1
  • Co-author, “Seventh Circuit Reverses Dismissal of Derivative Action Based on Forum Clause as Applied to Federal Claim,” National Law Review (Jan. 21, 2022)
  • Author, “California Federal Court Holds U.S. Securities Laws Inapplicable to Unsponsored, Unlisted ADR Transaction Preceded by Purchase of Common Stock Outside the U.S.,” National Law Review (Jan. 10, 2022)
  • Co-author, “SEC Pursues ‘Shadow Trading’ Insider Trading Case,” Corporate Governance Advisor, vo. 29, no. 6 (Nov./Dec. 2021), at 29
  • Co-author, “SEC Investor Advisory Committee Considers Recommendations to Tighten Rules for Insiders’ Trading Plans,” National Law Review (Sept. 7, 2021)
  • Author, “Second Circuit Holds that Accurately Reported Financial Statements Are Not Actionable and that Materiality Has a Half-Life,” National Law Review (Aug. 27, 2021)
  • Author, “First Circuit Adopts Prevailing Standard for Applicability of Federal Securities Laws to Foreign Investors, But Rejects Second Circuit’s Narrower Test,” National Law Review (May 11, 2021)
  • Author, “Second Circuit Upholds Insider Trading Conviction, Finding Sufficient Confidentiality Duty and Personal Benefit,” National Law Review (Apr. 7, 2021)
  • Co-author, “Second Circuit Reaffirms that Federal Securities Laws Do Not Apply to Predominantly Foreign Transactions,” National Law Review (Jan. 26, 2021)
  • Author, “Corporate Scienter Requires Link Between Employees with Knowledge and the Alleged Misstatements,” National Law Review (May 26, 2020)
  • Author, “Delaware Supreme Court Rules that Corporate Charters Can Require Litigation of Federal Securities Act Claims in Federal Court,” National Law Review (Mar. 18, 2020)
  • Author, “California Federal Court Holds that U.S. Securities Laws Apply to Unsponsored, Unlisted ADRs,” National Law Review (Jan. 30, 2020)
  • Author, “Second Circuit Holds that a ‘Personal Benefit’ Is Not Required for Insider Trading Under Criminal Securities Statute,” National Law Review (Jan. 2, 2020)
  • Co-author, “When Passive Investors Drift into Activist Status,” CCR Corp. Deal Lawyers (Nov.-Dec. 2019)
  • Author, “Delaware Supreme Court Rejects Presumption of Confidentiality for Books-and-Records Productions,” National Law Review (Aug. 8, 2019)
  • Author, “Supreme Court Raises Questions About Private Rights of Action Under § 14 of Securities Exchange Act,” National Law Review (Apr. 24, 2019)
  • Author, “Second Circuit Rejects Securities Claims Based on Generic Statements About Ethics and Compliance,” Securities Reform Act Litigation Reporter, vol. 47, no. 1 (April 2019), at 54
  • Author,” Supreme Court Holds that Persons Who Do Not ‘Make’ Misstatements Can Nevertheless Be Liable for Other Securities-Fraud Violations,” National Law Review (Mar. 29, 2019)
  • Author, “The importance of documenting corporate actions: Delaware Supreme Court requires production of emails in books-and-records request,” Westlaw Journal Mergers & Acquisitions (Feb. 2019)
  • Author, “First Appellate Decision Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects in United States,” National Law Review (Jan. 24, 2019)
  • Author, “Insider Trading for Dummies: Judge Rakoff Tries to Simplify the Law,” National Law Review (Dec. 10, 2018)
  • Co-author, “Fortis Case Confirms Viability of Dutch Settlement Law,” Law360 (July 27, 2018) (with Professor Ianika Tzankova)
  • Author, “Second Circuit Again Holds That Tipper/Tippee Liability Can Arise from a Gift of Inside Information Even Without a Close Personal Relationship,” National Law Review (June 29, 2018)
  • Author, “Supreme Court Rules That Federal Courts Are Not Bound to Give Conclusive Effect to Foreign Governments’ Statements About Their Laws,” National Law Review (June 14, 2018)
  • Author, “Supreme Court Prohibits Stacking of Successive Class Actions Beyond Limitations Period,” National Law Review (June 14, 2018)
  • Author, “Supreme Court Rules That State Courts Can Adjudicate Class Actions Under the Securities Act of 1933,” Securities Arbitration Commentator (April 11, 2018)
  • Author, “Fourth Circuit Upholds Disclosure of Government Subpoena as Evidence of Loss Causation,” National Law Review (Feb. 24, 2018)
  • Author, “Revisiting Preclusion Principles in Derivative Actions,” Law360 (July 28, 2017)
  • Author, “Second Circuit Requires Increased Scrutiny of Securities Class Actions Involving Off-Exchange Transactions,” National Law Review (July 8, 2017)
  • Author, “Dutch Court Denies Approval of Collective Settlement Unless Changes Are Made as to Allocation of Compensation and Fees,” National Law Review (June 19, 2017)
  • Author, “Utah Court Bites Bullet with Dodd-Frank Jurisdiction Ruling,” Law360 (Apr. 13, 2017)
  • Author, “Non-Use Agreement Need Not Precede Disclosure of Confidential Information,” National Law Review (March 21, 2017)
  • Author, “Watch the Napkin: First Circuit Affirms Insider-Trading Conviction,” National Law Review (Feb. 28, 2017)
  • Author, “Dueling Shareholder Class Actions Could Raise Due Process Issues,” Law360 (Jan. 30, 2017)
  • Author, “Supreme Court Reaffirms Personal-Benefit Requirement for Insider Trading,” WestLaw Journal: Securities Litigation & Regulation and WestLaw Journal: White-Collar Crime (Dec. 22, 2016)
  • Author, “Rakoff Addresses Tippee Liability in SEC v. Payton,” Law360 (Dec. 2, 2016)
  • Author, “Dutch Collective Actions vs. Collective Settlements,” National Law Review (Oct. 18, 2016)
  • Author, “Judgment Recognition and the Reach of US Securities Laws,” Law360 (Oct. 3, 2016)
  • Author, “Executives Face SOX Disgorgement Uncertainty After Jensen,” Law360 (Sept. 8, 2016)
  • Author, “Wine, Steak and a Taste of the ‘Personal Benefit’ Tension,” Law360 (June 6, 2016)
  • Author, “Proskauer Explains Supreme Court’s Clarification of Jurisdiction Under Securities Exchange Act,” The CLS Blue Sky Blog (May 24, 2016)
  • Author, “Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion,” Business Law Today (Mar. 2016)
  • Author, “The Netherlands Returns as a Collective Settlement Forum,” Law360 (Mar. 15, 2016)
  • Author, “How Morrison v. Australia Bank Was Applied in Petrobras,” Law360 (Feb. 16, 2016)
  • Author, “New York Court Certifies Classes in Petrobras Securities Litigation,” National Law Review (Feb. 3, 2016)
  • Author, “Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of ‘Increasingly Vigilant’ Scrutiny,” National Law Review (Jan. 25, 2016)
  • Author, “What To Expect from High Court’s New Insider Trading Case,” Law360 (Jan. 19, 2016)
  • Author, “Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders,” Transaction Advisors (Dec. 2015)
  • Author, “What Jarkesy Means for SEC Admin Court Challenges,” Law360 (Sept. 30, 2015)
  • Author, “A Farewell to Alms? Peppercorn Settlements of M&A Litigation,” National Law Review (Sept. 21, 2015)
  • Author, “Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Proceeding,” com (Aug. 27, 2015)
  • Author, “9th Circuit Rebuffs Newman,” Law360 (July 8, 2015)
  • Author, “Proskauer Discusses Supreme Court’s Omnicare Decision, Clarifying Liability for Statements of Opinion in Registration Statements,” The CLS Blue Sky Blog (Mar. 24, 2015)
  • Author, “U.S. Appeals Court Rejects Bright-Line Test for Extraterritorial Reach of U.S. Securities Laws,” Bloomberg BNA World Securities Law Report, vol. 20, no. 9 (Sept. 2014)
  • Author, “Whistleblower Anti-Retaliation Provision Does Not Apply Outside the U.S.,” Westlaw Journal Securities Litigation & Regulation, vol. 20, issue 9 (Sept. 4, 2014)
  • Author, “So Much for Bright-Line Tests on Extraterritorial Reach of US Securities Laws?,” Harvard Law School Forum on Corporate Governance and Financial Regulation (Sept. 2, 2014)
  • Co-author, “Defending Directors: Cram Sheet,” Wolters Kluwer Law & Business (October 23, 2012)
  • Author, “Delaware Chancery Court Issues Decision on Collateral Estoppel in Derivative Suits,” Westlaw Journal Delaware Corporate, vol. 26, issue 25 (June 25, 2012)
  • Author, “SEC Issues Report on Extraterritorial Reach of U.S. Securities Laws,” VCExperts on-line publication (June 2012)
  • Co-author, “Fraud? Foreign Purchase? Forget It! ‘Foreign-Cubed’ and Other Foreign-Issuer Cases After Morrison,” of Secs. & Commodities Reg., vol. 44, no. 4 (Feb. 23, 2011)
  • Author, “Supreme Court Clarifies Statute of Limitations in Securities-Fraud Actions,” Derivatives Financial Prods. Rpt., 11, no. 10, at 23 (June 2010)
  • Author, “Transnational Class Actions and Judgment Recognition,” Class Action Litigation Report (June 25, 2010)
  • Co-author, “Pushing the Limits of U.S. Securities Laws: ‘Foreign-Cubed’ (‘F-Cubed’) Cases,” 42 SRLR 10 (March 8, 2010)
  • Co-author, “Assignees Have Discovery Obligations When Asserting Assignors’ Claims,” Journal of Payment Systems Law (June/July 2005)
  • “Punitive Damages: Past, Present and Future,” International Commercial Litigation (July/August 1995)
  • Co-author and editor, Takeovers: Attack and Survival (1987)
  • Co-author, “New Life for State Takeover Statutes?,” New York Law Journal (July 27, 1987)
  • Co-author, “Damages in Defamation Actions,” Damages in Tort Actions (1985)
  • “Facial Adjudication of Disciplinary Provisions in Union Constitutions,” Yale Law Journal (1981)


  • Practising Law Institute: “ESG 2022: What It Means for Boards, Management, and Counsel” (June 1, 2022) (full-day program; program co-chair and panel chair)
  • Practising Law Institute: “ESG 2021: What It Means for Boards, Management, and Counsel” (webcast, June 24, 2021) (full-day program; program co-chair and panel chair)
  • Practising Law Institute: “ESG 2020: What It Means for Boards, Management, and Counsel) (webcast, July 24, 2020) (full-day program; program co-chair and panel chair)
  • Practising Law Institute: “ESG and Promoting Corporate Sustainability” (New York, June 25, 2019) (full-day program; program chair and panel chair)
  • The Mason Judicial Education Program, Symposium for Judges: Securities Class Action Litigation (Arlington, VA, May 5, 2019)
  • The Mason Judicial Education Program, Symposium for Judges: The Economics of Corporate & Securities Law (San Diego, April 12-14, 2018)
  • ABA Section of Litigation: “Recent Developments in Securities Class Actions” (webinar, May 11, 2017)
  • Professional Liability Underwriters Society D&O Symposium: “Behaving Badly: The Non-U.S. Corporate Scandal Wave” (New York, February 9, 2017)
  • New York State Bar Association International Section: “Hot Topics in Cross-Border Securities Litigation” (São Paulo, October 16, 2015)
  • Proskauer Hedge-Fund Breakfast Seminar on Insider Trading (New York, Feb. 5, 2015)
  • CLE International’s 9th Annual Class Action Conference: “Collective Proceedings Abroad: Evolving Approaches & Attitudes” (Washington, D.C., October 2013)
  • Practising Law Institute: “Handling a Securities Case: From Investigation to Trial and Everything in Between” (New York, April 2012)
  • Institutional Investor Educational Foundation: Corporate Governance Roundtable Forum (New York, December 2011)
  • Institutional Investor Educational Foundation Amsterdam Roundtable: “The Netherlands and the Future of European Securities Litigation” (The Hague, September 2011)
  • Summer Institute on Law & Government, American Univ. Washington College of Law: “Securities Class Actions – An Update” (Washington, D.C., June 2010)
  • ABA Section on Litigation Annual Conference: “Global Class Actions: Lasting Peace or Ticking Time Bombs?” (New York, April 2010)