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SPACs Under Attack – Litigation and Enforcement Risks from SPAC IPO Through De-SPAC


Speaker(s): Ari M. Berman, Bruce A. Ericson, Lee Brand, Stephen B. Amdur
Recorded on: Feb. 26, 2021
PLI Program #: 320157

Ari Berman focuses his practice on commercial litigation, with an emphasis on lawsuits involving federal securities laws.

Ari has extensive experience representing companies and individuals—including public companies, financial institutions, private investment funds, and officers and directors—in contexts such as investigations and enforcement proceedings by the SEC, FINRA and other law enforcement and regulatory agencies. In addition, Ari has significant experience representing companies in bankruptcy court proceedings and investors in distressed settings.


Lee Brand is a commercial litigator with experience representing technology companies and financial institutions in antitrust and securities matters.

Lee’s practice includes international cartel litigation, consumer and shareholder class actions, high-stakes contract disputes, and government and internal investigations. He has handled matters in federal courts across the country, California state courts, and various arbitral settings. His clients range from Fortune 100 companies to startups.


Securities litigation, M&A and corporate governance disputes:

Bruce Ericson
is co-leader of Pillsbury's Securities Litigation & Enforcement Team and the managing partner of its San Francisco office. Over the last 17 years, his batting average in obtaining dismissals of securities class actions exceeds .785 and he is undefeated in defending such dismissals on appeal. Mr. Ericson represents public companies, their boards and their senior management in securities and corporate governance disputes of all kinds, in SEC investigations and SEC litigation, and in internal investigations, including situations involving disputes among senior management and significant questioning by outside auditors.

Banking investigations and litigation:

Mr. Ericson represented federal bank regulatory agencies in the investigation of Charles Keating, American Continental Corporation and Lincoln Savings and Loan Association, and in an action against the former officers, directors and shareholders of Southwest S&LA, including Governor J. Fife Symington, III of Arizona. The Southwest litigation resulted in an eight-figure settlement. Mr. Ericson also represented a federal bank regulatory agency in a mediation against a Big 4 accounting firm (obtaining a seven-figure settlement) and in other investigations of directors, officers, lawyers and accountants.

Mr. Ericson investigated directors, officers, shareholders, lawyers and others associated with Madison Guaranty S&LA of Arkansas. Mr. Ericson had principal responsibility for the Whitewater and Rose Law Firm investigations and drafted reports on these subjects. The reports were favorably reviewed by Garry Wills in The New York Review of Books, by Gene Lyons in Harper's Magazine and by Anthony Lewis in The New York Times. Lyons described the report as "far and away the most comprehensive and reliable account of what happened (and didn't) in virtually all aspects of the Whitewater matter." Lewis described the reports as "a voice of reason on Whitewater," adding that the reports' "findings are each backed by a painstaking statement and analysis of the evidence. Reading the reports, one is struck by the triviality of the long-ago events at issue—and by the detachment and clarity with which they are examined."

As part of the Madison Guaranty investigation, Mr. Ericson interviewed (then) First Lady Hillary Rodham Clinton in the Treaty Room at the White House and also testified before the Senate Special Committee to Investigate Whitewater and Related Matters.

Mr. Ericson's other banking litigation experience includes representation of foreign and domestic lenders in contract and securities cases, lender liability cases, predatory lender cases, ATM litigation, and disputes over trust accounts and letters of credit. Mr. Ericson represented a major bank in fiduciary duty litigation arising out of an investment, a major oil company in a lender liability/limited partnership class action in which he obtained summary judgment, and a trust fund established by a foreign government in litigation against its investment manager.

Privacy:

Mr. Ericson represented a major telephone company in In re National Security Agency Telecommunications Records Litigation, MDL No. 06-1791, a series of 40 actions alleging that telephone companies cooperated with the NSA's Terrorist Surveillance Program. He spoke on defending privacy actions at the Association of Business Trial Lawyers' 34th annual seminar.

Antitrust, trade regulation and unfair competition:

Mr. Ericson has defended and prosecuted civil antitrust and unfair competition cases and counseled clients in industries as diverse as banking, computers, geothermal energy, groceries, magazine distribution, membership campgrounds, petroleum, professional sports, shopping centers and sugar beets. He represented a major grocery chain in an action alleging a conspiracy to drive out magazine distributors. He represented a major oil company in a challenge to its merger with another major oil company; defendants defeated a preliminary injunction motion, and had that affirmed on appeal. He represented a major grocery wholesaler in a class action alleging

price-fixing and horizontal division of markets. He also represented a major commercial bank in unfair competition litigation challenging banks' disclosures of ATM fees, and three manufacturers of computer printers in unfair competition litigation challenging disclosures of inkjet printer speeds.

Appellate litigation:

Mr. Ericson has handled a variety of appeals and writ proceedings in both federal and state appellate courts. He is undefeated in obtaining affirmances of dismissals of securities class actions in the Ninth Circuit, having won such appeals in 2015, 2013, 2009, 2003 and 2000. In 2013 he won an appeal in the Federal Circuit and in 2003, he won several appeals of actions challenging the California gubernatorial recall election in the California Court of Appeal and California Supreme Court.

Firm management:

Mr. Ericson has served as a member of the firm's Associate Review Committee, Billings and Collections Committee, Compensation Committee and Nominating Committee and as the leader of the firm's litigation practice in San Francisco. He is co-leader of the firm's Securities Litigation & Enforcement Team nationwide and the managing partner of the firm's San Francisco office.

Honors & Awards

  • BTI Client Service All-Star (2014)
  • Super Lawyers (2006-2014)
  • Burton Award for Excellence in Legal Writing, Recipient (2013)

Affiliations

American Bar Association, Association of Business Trial Lawyers (member, Board of Governors), Bar Association of San Francisco, Civil Local Rules Attorney Advisory Committee (N.D. Cal.) (chair), Federal Bar Association, N.D. Cal. Lawyer Representative to the Ninth Circuit Judicial Conference, Supreme Court Historical Society, Ninth Judicial Circuit Historical Society

Courts

Supreme Court of the United States, United States Courts of Appeals for the District of Columbia and Ninth Circuits, United States District Courts for the Northern, Eastern and Southern Districts of California, Pro Hac Vice to the bars of the United States District Courts for the Districts of Colorado, Maine and Utah, Northern District of Georgia, Northern District of Illinois, Eastern and Northern Districts of Texas, the Court of Chancery of the State of Delaware, and trial courts in Louisiana and Oklahoma.


Stephen Amdur, leader of Pillsbury’s Private Equity team, has extensive experience in high-profile, multi-billion dollar mergers and acquisitions. He has been called “one of the great counselors to the world of corporate America and business” by DealBook founder Andrew Ross Sorkin. He is recognized by The Legal 500 U.S. as a “Next-Generation Lawyer” and by Law360 as a “Rising Star” in the area of Mergers & Acquisitions.

Steve operates a broad practice that spans public and private companies, private equity and venture capital investment funds, and covers a variety of industries including financial services, life sciences, media, sports, retail, chemicals, energy, telecommunications and manufacturing. He advises on all manner of mergers and acquisitions, public and private financings, tender offers and joint ventures and is frequently engaged to guide transactions that involve U.S. and foreign companies.