Advantages of SPACs Over Traditional IPOs

Corporate Documentation and Board Approvals (continued) • Although fairness opinions have traditionally been rare for buyers in M&A transactions, including SPACs, they are becoming increasingly common. A copy of such fairness opinion and description thereof would be required to be disclosed in the proxy statement seeking approval by the SPAC's stockholders. • Stockholder litigation has also been rare in SPAC transactions because of the inability of plaintiffs to access the funds held in trust. However, such litigation is becoming increasingly common, as we will discuss in more detail when discussing the Proxy Statement later in this presentation. Morgan Lewis 18

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