L’inesplorato conflitto d’interessi degli amministratori di SPAC nel Delaware

In the Opinion of January 3, 2022, the Court of Chancery of the State of Delaware determined that the business judgment rule does not apply to de-SPAC mergers due to inherent conflicts between the SPACs’ fiduciaries and public stockholders in the context of a value-decreasing transaction. This decision offers the opportunity to reflect on the necessity of developing an approval regime for the business combinations of SPACs in the Italian jurisdiction, in order to solve ex ante the conflicts of interest that arise from the compensation of the SPACs’ sponsors.