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Insurance Issues and Litigation Risks for SPACs

Speaker(s): Adam Rothstein, Clark Dees, Jeffrey R. Lattman, Joseph Ehrlich, Joseph Spallone
Recorded on: May. 19, 2021
PLI Program #: 325584

Adam Rothstein, 49, since September 2020, Mr. Rothstein has also been the Executive Chairman of 890 5th Avenue Partners, Inc., a special purpose acquisition company focused on the media and entertainment sectors, which completed its public offering in January 2021. Mr. Rothstein has served as a member of each of the board of directors of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021 (when it completed its merger with PureCycle technologies, Inc (NASDAQ: PCT)), Roth CH Acquisition II Co. (NASDAQ: ROCC) since December 2020, and of Roth CH Acquisition III Co. (NASDAQ: ROCR) since March 2021, each of which is a special purpose acquisition company. Mr. Rothstein is a Co-Founder and General Partner of Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, and Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, which he co-founded in 2013 and 2014, respectively. Since 2014, Mr. Rothstein has been the Managing Member of 1007 Mountain Drive Partners, LLC, which is a consulting and investment vehicle. Previously, from July 2019 until January 2021, Mr. Rothstein was a director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX: SBVCF), a special purpose acquisition company that partnered with Shawn “JAY-Z” Carter and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc., and which now trades as TPCO Holding Corp. (NEO: GRAM.U) (OTCQX: GRAMF). Mr. Rothstein has over 20 years of investment experience, and currently sits on the boards of directors of several early- and mid-stage technology and media companies both in the United States and in Israel and is on the Advisory Board for the Leeds School of Business at the University of Colorado, Boulder. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania and has a Master of Philosophy (MPhil) in Finance from the University of Cambridge.

Clark Dees joined Teneo Capital upon its founding in 2011 and serves as head of M&A and head of healthcare. He has led a number of strategic and financing assignments for clients, including acquisition strategy, growth capital/crossover financing, and public and private M&A of all types. Notable transactions include the sale of CenPOS to Elavon (US Bancorp), Pii’s growth capital raise and divestiture of Pharmaterials, PCI’s acquisitions of Penn Pharma and Biotec, LCI’s LCIH joint venture with KKR, Tenet’s merger with Vanguard Health, and several Aptuit divestitures for Welsh Carson.

Prior to joining Teneo, Mr. Dees founded a clean technology consultancy. Before that, Mr. Dees was a senior banker at Banc of America Securities, helping to found the Transaction Development Group and executing M&A transactions across a range of industries including healthcare, power, and business services. He also led the SPAC M&A practice for the entire firm.  Mr. Dees began his investment banking career at Morgan Stanley, where he focused on healthcare M&A.

Before his investment banking career, Mr. Dees served on the staff of the Council of Economic Advisers at the White House. He graduated cum laude from Princeton University with an AB in Economics and received an MBA and a JD from the University of Virginia, where he was on the editorial board of the Virginia Law Review.

Joe Ehrlich serves as Beecher Carlson’s National Practice Leader for Private Equity, Family Office, and M&A. Joe has experience identifying, structuring, and providing insurance products and solutions for private equity firms, family offices, and other individual and strategic investors. He is a frequent presenter on M&A / Transactional Insurance and other related topics at conferences and for various professional groups, law firms, and other organizations and groups.

Joe graduated Columbia University and received his Juris Doctor degree from New York University’s School of Law. He serves on his college’s Board of Visitors and Chair of Columbia University’s Benefits Committee. Joe is a member of the Columbia Alumni Association’s (CAA) Strategic Planning Committee and serves several other CAA committees. He is a member of the Board of Trustees for the Saint Anthony Hall of New York, the Saint Anthony Hall Foundation, and the Board of Directors of the Columbia University Club of New York. Joe is also a board member and former president of the NYU Law Alumni Association.

Joseph Spallone is currently an Executive Vice President at Sompo International.  He joined the company in March of 2014 and is currently responsible for the U.S. Commercial Management Liability Division.  

Joseph joined Sompo International after spending seventeen years at AIG, where he was a Regional Executive, handling the Financial Lines responsibilities for their New York region.  He has held various senior roles in the public company, and private company divisions at AIG.  From 1999 until 2002 Joseph ran their Commercial team in the Los Angeles offices. 

Prior to entering the insurance industry Joseph held several positions with Raymond James Financial.  Joseph graduated from Stony Brook University with a Bachelor of Art degree in Political Science. 

Jeff is widely known in the industry for his knowledge and expertise with Executive Liability products.  Jeff's responsibilities include consultative solution design and implementation for Executive Liabiliity risks.  Jeff has over 35 years of experience in both underwriting and brokerage in these lines of insurance.   Jeff's intimate knwledge of the marketplace and executive liability exposures helps to identify how a company's risks should be treated.

Jeff leads the practice and responsible for a group of professionals in designing and negotiating D&O Liability (including SPAC's/DE-SPAC's/IPO's), Cyber Risk, Reps & Warranty, Tax Opinion, Employment Practices Liabiliity Wage & Hour, Fiduciary Liabiliity, Crime, Contingent Liabiliity and other related Executive Liability insurance lines. Jeff has worked extensively on Fortune 1000 and complex Executive Liability risks.  Jeff previously led the U.S.operations for Marsh FINPRO placement.  Jeff was also a regional manager for National Union Fire Insurance Company, a member company of AIG.

Jeff was voted the 2015 PLUS Founders award recipient for his longevity in providing education to the Professional Liability industry.  Jeff is the 2013 Past President, the 2012 President of the PLUS and a Board of Trustees since 2006. He was previously President-elect, Vice President, and Secretary-Treasurer. Jeff also Co-Chaired the PLUS D&O Symposium, the largest and most advanced D&O educational venue in the world.  He previously sat on the AIG NY Advisory Board and the CHUBB/ACE Bermuda Advisory Board. Jeff currently sits on the Board of Directors of Minority Business Development Institute (MBDI), a non-profit entity which offers comprehensive education and advisory services that outline a road map for the growth and success of minority, veteran, and women contractors.

Jeff holds a B.S. degree in Business Management and Productions/Operations Management from University of Scranton.