Celesq® Attorneys Ed Center

Everything You Wanted to Know About SPACs But Were Afraid to Ask

Program Number: 3164

Program Date: 03/12/2021

Description

The course will explain what SPACs (special purpose acquisition companies) are, when then emerged historically, how they are structured, how they are being used, how they work, why they are so popular, how they are regulated, what issues frequently arise and what risks they pose. The course will focus in on a few recent SPAC transactions to explain how the target is selected, how the merger with the SPAC occurs mechanically, what documents are negotiated and what documents are filed with the SEC. The course will also discuss some of the recurrent issues that frequently arise, including fair market value of a private target, valuation and status of options and deferred compensation, preparation of audited financials, the use of a simultaneous PIPE (private investment in public equity) transaction, the “promote,” registration rights, earn-outs, lock-ups, management, disclosure and insider self-dealing.

$95.00Audio Tape Add to Cart

Available in states

California, Colorado Eligible, Florida, Georgia, New Jersey Eligible, New York, Texas Self Study

Credit Information

50 minute credit hour - 1.00 General CLE credit
60 minute credit hour - 1.00 General CLE credit

State Program Numbers

Presenters


Eden P. Quainton, Esq.

Dunnington Bartholow & Miller LLP

Eden P. Quainton is a member of Dunnington’s corporate, international, France , Italy and Latin America Desks, litigation/ADR and employment practice areas. Mr. Quainton is a former partner with Skadden, Arps, Slate, Meagher & Flom LLP and a former associate with Cravath, Swaine & Moore LLP and Cleary, Gottlieb, Steen & Hamilton, LLP. Mr. Quainton’s practice focuses on corporate transactions and civil litigation. Mr. Quainton speaks French, Spanish, Russian and Italian, and has a working knowledge of German. He routinely advises French and Spanish-speaking clients in both corporate and litigation matters. Examples of Mr. Quainton’s experience include the following:

Mr. Quainton has represented clients throughout the world, in Latin and North America, Europe, Russia and the CIS, Asia and Africa, with a particular focus on France and the former Soviet Union. His large-firm experience focused primarily on clients such as Air France, HSBC, Merrill Lynch and sovereign clients, including the Chinese Ministry of Finance and the Kazakh national oil company. Over the past several years, Mr. Quainton has shifted his focus to smaller clients and individuals, to provide “big firm” service with the personalized attention of a smaller practice. He has represented a self-driving car start-up, including establishing a joint venture in China, the African Guarantee Fund in its implementation of best corporate governance practices and evaluation of fundraising options, various start-ups in fundraising efforts under Regulation D, Regulation S and Regulation A+, a US-headquartered Bangladeshi health care start-up, a French public relations firm in its sale to a larger US acquirer, a US alternative energy provider in its acquisition of a Belgian tech firm, and numerous one-off or “bespoke” transactions. He also serves as the general outside counsel to several clients, including a non-profit organization focusing on the performing arts; in that capacity he has advised on employment, fundraising, governance, litigation and transactional matters.

Mr. Quainton maintains an active litigation docket, including an array of cases in State and Federal court, at both the trial level and on appeal. He is or has recently been lead counsel on defamation matters pending in the District Court for the District of Columbia, a § 1983/Monell wrongful death case against the City of New York based on a multi-year pattern of physical abuse and medical neglect towards a pre-trial detainee, a copyright infringement case on behalf of an Indian garment manufacturer, a RICO suit being brought by French investors against various US individuals and financial institutions, numerous “business divorce” cases in state and Federal court, a “me too” claim brought by a plaintiff of Chinese origin against a French national residing in Moscow, the Indian-American plaintiffs in a residential oil spill case, and various individuals and small businesses in contract and tort cases. He has represented clients on appeals before the DC Circuit, the New York Appellate Division and the New Jersey Appellate Division. Mr. Quainton has represented clients in arbitration proceedings before the ICC and has helped resolve numerous matters for clients through mediation.

Mr. Quainton is admitted in New York and New Jersey and in the Southern, Eastern and Northern Districts of New York, as well as the District and Circuit Courts for the District of Columbia. He was the first American admitted to the Paris Bar on the basis of a competitive examination and was a member of the Paris Bar from 1996-2010.

Mr. Quainton routinely handles employment matters for both plaintiffs and defendants, including claims arising under the New York Human Rights laws, where he has represented clients suffering from physical and mental handicaps, claims arising under the FLSA, including “misclassification” claims, wage and hour claims, the rights of migrant workers under the Migrant and Seasonal Agricultural Worker Protection Act, employment termination litigation, severance and “golden parachute” issues, confidentiality, non-disclosure and non-competition agreements, independent contractor, work-for-hire, and executive employment agreements.

Mr. Quainton has handled a number of sensitive investigations, including an investigation of the Department of Defense for the Republic of Kazakhstan in connection with the sale of aircraft to North Korea, an internal investigation for a US Fortune 100 company of its French subsidiary, and an FCPA assessment for an investment bank with a stake in a major provider of outsourcing solutions in India. Mr. Quainton’s language skills and international background make him a valued advisor to clients in cross-border investigations.

Mr. Quainton received his Bachelor of Arts summa cum laude from Yale University, and his J.D. with distinction from Stanford University, where he was a member of Law Review, a co-President of the Moot Court Society, and a Mellon Fellow in the Humanities, and where he also received an MA in Russian.

Mr. Quainton enjoys hiking and running, learning new languages (currently working on Hebrew), and reading and writing poetry.

 

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