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Ask HN: Sue after poorly managed SPAC?
I’m a former employee of a company which recently went public through a SPAC. I had no lockup but communication from the company and setup were extremely poor so I was not able to sell my stock immediately. Accounts weren’t set up in advance. Tax info wasn’t in accounts. It was impossible to sell in the first week for everyone. Most people didn’t get access to shares for weeks. The price went down significantly in that time. Should I sue for some sort of damages? Maybe negligence or fiduciary duty? (Could have even been intentionally but I have no proof.)
Should we sue as a class or individuals? One law firm is interested in the case if class damages are over $10M (they are). My damages are ~$1M which seems to be on the bubble for suing as an individual. Either way, I’m not sure the potential downsides. From past examples I assume the company will make the case very hard for us and try to bleed us dry. Seems like it could also have negative career implications.
- alex14fr 4y ago
- birdyrooster 4y ago
- Invictus0 4y agoTalk to a lawyer
- spac_throwawayy 4y agoWe have. There is a firm with relevant experience that will take the case. Their advice is, not surprisingly, to pursue the case. They want to throw all sorts of things at the wall and see what sticks.
- ALittleLight 4y agoPerhaps you should speak to a disinterested lawyer not connected to the case with relevant expertise. If you can't find one through Google I believe you can contact the state bar and asked to be referred. When talking to the other lawyer make it clear you want to hire him for a consult or for advice, that you want to lay out what's happening now, have him do some research, and get back to you with an opinion. Ask how much it will cost and, if reasonable, do that.
- toomuchtodo 4y agoRecommend speaking with the firm willing to take the class action work, as well as having a review with an attorney specializing in securities law (consult cost should be less than $500). They'll (class action firm) work on contingency (typically, so you're not out of pocket, but they will take ~25-35% of whatever is recovered), and are a better gauge at your ability to recover damages than you are. Also, recovering anything is better than recovering nothing. RE career implications, someone will always judge you for something. Don't work for someone who judges you for attempting to protect yourself. (not an attorney, not your attorney, not legal advice, educational purposes only)
- spac_throwawayy 4y agoThanks. They have offered to work on contingency. Now it just requires someone to step up to be lead plaintiff in the case. Most people want to stay anonymous and only want to participate if someone else does all the work.
- djbusby 4y agoIt's good you know who the lead plaintiff is now.
- Dr_ReD 4y agoYes, though lead plaintiffs can be compensated for the inconvenience...
- rasz 4y agoF-em, the less plaintiffs the bigger chance of settlement.
- birdyrooster 4y agoLead plaintiffs regularly get more out of class action than the rest of the class.
- nowherebeen 4y agoYou selling immediately when they launch would have been the opposite of what they wanted to achieve. Which is lots of buyers pushing the price up. I haven’t seen a single SPAC do well after a week though. They all drop like flies. There’s a reason why they don’t go through IPO.
- spac_throwawayy 4y agoRight, which means they are incentivized to not give me access to my shares which I’m entitled to. Maybe not in their best interest for me to sell, so maybe fiduciary duty is the wrong thing. Seems like they can’t block me from selling. There must be something illegal with that.
- nowherebeen 4y agoNot necessary. You need to talk to a lawyer. No one here can give you legal advice.
- spac_throwawayy 4y agoIt’s a pretty niche area of law from what I can tell. Most lawyers familiar with SPACs just set them up (already a relatively small area). Most securities lawyers familiar with similar suits don’t have SPAC experience. I’d welcome any leads on lawyers. The independent lawyers I’ve talked to say something like “sounds like you could sue, but I’m not familiar with that area of law.”
- nowherebeen 4y agoThen it becomes a question who has more money because they will do everything in their power to drag this on. I think you know the answer to this.
- logifail 4y ago> Seems like they can’t block me from selling Waaaay back in 2000 I bought shares in lastminute.com which was at the time pretty much at the height of the .com boom. Great move on my part (not). There was no way for retail investors to dump their shares quickly IIRC as you needed your paper(!) share certificate in order to be able to sell. Institutional investors were able to dump their holdings quickly, us suckers were stuffed. "Lastminute became a symbol of the dotcom boom and bust as its shares hit a high of 511p after floating at 380p in March 2000, only to slide as low as 80p a month later"[0] I have the share certificate kept safe as a reminder not to be so stupid again. [0] https://www.theguardian.com/business/2014/dec/16/lastminute-com-sold-travel-website https://www.theguardian.com/business/2014/dec/16/lastminute-...
- ianbutler 4y agoI’m sorry you were hurt by this. SPACs in general are toxic, the vast majority are down from their listing price after 6months. A business going through a spac generally isn’t strong enough to go through the normal IPO process and the SEC has agreed that they’re generally poor for everyone but the bank and investors pushing it and have already started regulating them.
- kolbe 4y agoHow exactly was he hurt? He worked for a low valued company that was briefly viewed as valuable. It returned to its real value shortly thereafter. He had the same net worth he had had a month before. He just wants a piece of the SPAC scam money. And I encourage him to go get some of the pie for himself, but he isn't a victim.
- spac_throwawayy 4y agoOkay with you if your brokerage stops you from selling when your stocks are up?
- kolbe 4y agoThat has happened to me literally hundreds of times in my life. The real difference is my stocks aren't SPAC scams, so I'm not playing some pump and dump game needing to sell at the perfect moment, and then crying foul when a scam within a scam didn't go my way. edit: I'm posting too fast. So my reply is here. You didn't orchestrate the game. I get it. But your moral compass is clear when your first instinct is to try to recoup money stolen from SPAC investors for yourself, rather than for the retail investors who were actually harmed by it. You in no way were harmed--you had a couple hundred grand in stock before the IPO, and a couple hundred grand now. You're just mad that executives and Hedge Funds got to scam people and not you. That said, I wholeheartedly endorse you going after them. But go after them like a wolf, not a sheep.
- spac_throwawayy 4y ago
- phphphphp 4y agoSPACs are, in practice, a Hail Mary for companies with little hope of ever going public the traditional way because they’re just not that attractive to real investors. Therefore, if a company goes public via a SPAC, you should assume they’re in a very weak position. So, while you could conceivably sue (and perhaps get a settlement out of them) it’s going to be a pretty poor outcome for you even in the best case scenario. If you look at buzzfeed for example (if I had to guess, that’s the company you’re with) they’re basically circling the drain and the SPAC was a last ditch effort: if the burned employees of buzzfeed sue them, where’s the money going to come from? Buzzfeed can barely keep the lights on. If they’re offering to work on contingency, go for it, nothing to lose, but don’t pin your hopes on seeing anything close to your unrealised gains. If you’re not with buzzfeed, read pieces like this: https://www.nytimes.com/2022/04/25/business/media/buzzfeed-employees-stock.html https://www.nytimes.com/2022/04/25/business/media/buzzfeed-e...
- spac_throwawayy 4y agoThanks for the link, I hadn’t seen that (not from buzzfeed). I agree the company won’t be in a strong financial position to pay out a huge penalty, but they have plenty to pay me a settlement for a fraction of my damages (real money to me and insignificant on the scale of a public company). Interestingly, the law firm we’ve spoken too seems to want to avoid arbitration (the opposite of the buzzfeed case). Maybe that depends on the arbitration terms and end goal. (For us I assume it would be a pre-trial settlement.)
- indymike 4y agoIf the arbitration is non-binding, your lawyers are just trying to save you money.
- ab_testing 4y agoNot the original poster. I had no idea that Buzzfeed was even public. But it looks like they are attractively priced now. They have positive earnings compared to a lot of other SPAC's that never hit profitability and have an extremely low PE of 3.3. What gives. Does the market not see any chance to rebound to the IPO price of around ~10.
- refurb 4y agoI like the quote from the movie Heat: “He knew the risks, he didn’t have to be there. It rains you get wet.” SPACs are a high risk way of going public and nothing is guaranteed. You could certainly sue, it might takes years and money from your pocket to get a judgement you’ll never collect a dime on, but yeah, you can sue.
- echelon 4y agoIf the company goes bankrupt from the lawsuit, then there's no money left for anyone. Private equity will pick up the husk for pennies on the dollar.
- dehrmann 4y ago> If the company goes bankrupt from the lawsuit, then there's no money left for anyone. Bankruptcy means there isn't enough money for everyone, not that there's no money.
- echelon 4y agoIt goes to the debt holders first. Shareholders get wiped out. Would plaintiffs in a lawsuit come before debt holders if their claim is based on shares they couldn't exercise?
- dehrmann 4y agoAssuming they won the lawsuit, the plaintiffs are creditors. IANAL, but the fact that the lawsuit was over the liquidity of shares shouldn't be relevant if damages were awarded. https://www.investopedia.com/ask/answers/09/corporate-liquidation-unpaid-taxes-wages.asp https://www.investopedia.com/ask/answers/09/corporate-liquid... > Should the debtor have a pending lawsuit against them, the victim is often positioned as a preferential creditor pending the outcoming of court proceedings.
- xwdv 4y agoThe downside is you will waste a lot of time and money and will ultimately accomplish nothing. Not what you want to hear but it’s the truth. SPACs are mostly scams and most have done very poorly. You got caught up in one, reap what you sow.
- spac_throwawayy 4y agoThanks for the dose of negativity but I left long before SPAC was the path and I’ve already sold for more than I ever expected the stock to be worth. The question is, should they get away with mishandling my stock to their benefit.
- xwdv 4y agoSeems like they already have.
- abeppu 4y ago> reap what you sow. That seems unfair though, and highlights really the key issue. That idiom is about accepting the eventual outcomes of your own actions. But most people who hold equity are impacted by the the choices of a small minority of powerful players. The board and some C-level execs are the only people in a position to choose whether to pursue this path or influence how it is managed or administered. If those parties unloaded their shares in those early days while intentionally preventing the pool of current/former employees from selling theirs, that seems shady.
- wg4t3464y4 4y ago> SPACs are mostly scams and most have done very poorly. You got caught up in one, reap what you sow. This. OP is more or less complaining that they weren't able to unload their bags fast enough to maximize their windfall benefit from their involvement in what amounts to a scam perpetrated on public markets by VCs. Hardly a sympathetic character.
- chadash 4y agoI have no idea about your odds of winning or whether it is worth the hassle… BUT, I doubt that suing will make much difference in your career. A lot of hiring managers won’t google you. Those that do may not care. I’m not saying NO ONE will care but my hunch is that most won’t.
- dehrmann 4y agoFor comparison, I worked for Spotify and had shares when they direct-listed. First, they transferred shares from their ledger to Computershare (they were fine, but the website felt like it was made 15 years ago). From there, Spotify had an arrangement with Morgan Stanley to transfer the shares to their books. I was able to trade on the first day, but it had to be broker-assisted (they charge $120). Once the shares were with MS, it was easy enough to transfer them out to a discount brokerage. The whole process was fine-ish, but I had to read things carefully, and I wasn't thrilled with fees from MS, but the process for transferring shares anywhere else was more complicated. Remember that these are unlisted shares, so transferring them is weird.
- spac_throwawayy 4y agoThanks for this comparison. This sounds like what I’d expect: possible to sell on the first day though maybe not cheap or easy. We weren’t even told where our shares were until after they started trading. Turns out they were at a sort of holding company and the only thing to do was transfer them out (no way to sell). They were not made eligible for transfer until multiple days after trading started.
- dehrmann 4y agoAnd it's not like there was a 180-day lockup. There's a lot of good advice on here. Personally, I'd continue engaging with the firm interested in a class action, and as someone suggested, find another lawyer for a second opinion. If nothing comes from this, I'd think of it as the company was desperate, so it was either going to be picked up for cheap by PE or go public via a SPAC and all the shadiness those come with, so this was the expected outcome at this point. Those paper gains would have been hard to realize.
- wombatpm 4y agoIf they will work on contingency, sue them. In the non SPAC world, investors sue all the time when the stock takes a major hit. Here they deprived you of you ability to sell to suckers. If the CEO and others got to sell at opening price - sue them for everything you can think of
- spac_throwawayy 4y agoThanks, that’s where I’m leaning. It does seem like some investors were able to sell immediately based on social media posts. The price even had a nice pop after listing. Would’ve been nice to catch some of that before it started a long trend down.
- karaterobot 4y agoIf you've already talked to a lawyer about it, there's probably not much we can tell you that will be more useful than that.
- a-dub 4y ago> I had no lockup but communication from the company and setup were extremely poor so I was not able to sell my stock immediately. yikes. this is not a good look. maybe it will turn out that you actually dodged a bullet here.
- deleted 4y ago[deleted]
- abraxas 4y agoCvent?
- compsciphd 4y agoNot as a criticism of the OP, but assuming there's no lockup, wouldn't it make sense to buy put / sell "covered" call options as "insurance" on the price. Of course that comes with a premium, but I wonder what it would have been at the "opening" price.
- spac_throwawayy 4y agoI tried but couldn’t find options that early. Working with large brokerages and they said options wouldn’t be available for weeks or months. Not sure if that’s always the case or if the stock was just too small.
- filoleg 4y agoThat's fairly common, yeah. There is a list of hard rules and requirements for when options become available after the IPO, and it is very variable. From a personal observation, I've noticed that for most IPOs i was looking at over the past few years, options became availavle only at least after a few weeks since the IPO date. Some took even longer.