Ben Daniels, Arila Zhou and Sabrina Galli Discuss the Limiting of SPAC Defenses in New York Law Journal

Capital Markets + Securities member Arila Zhou and Benjamin M. Daniels and Sabrina M. Galli of the Business Litigation Group co-authored the article “Delaware Courts Rejecting SPAC Defenses,” published in New York Law Journal, May 15, 2023. As litigation involving special purpose acquisition companies (SPACs) continues to gain momentum in Delaware, the authors analyze the recent decision in Delman v. Gig Acquisitions3 that could foretell a limiting of available defenses in future cases. In short, the Delaware Court of Chancery rejected each of the defendants’ arguments, which included derivative claims, holder claims, contract claims, ratification/’Corwin’ cleansing, and exculpation. To avoid future litigation claims, the authors suggest that SPACS should consider giving conservative forecasts of company performance in the proxy materials, and using lead negotiators who are disinterested and who do not stand to realize significant gains from the transaction, among their preventative measures. Read the article.

Arila Zhou, Ben Daniels and Sabrina Galli Say Buzzfeed Case Portends Trends in SPAC Litigation in The Review of Securities & Commodities Regulation

Capital Markets + Securities Team lawyer Arila Zhou and Benjamin M. Daniels and Sabrina M. Galli of the Business Litigation Group published their thoughtful analysis, “Buzzfeed Case Highlights New Trends in SPAC Litigation,” in The Review of Securities and Commodities Regulation, on December 14, 2022. The article examines the recent Delaware Chancery Court’s decision in the Buzzfeed litigation about the company’s SPAC transaction. The lawsuit highlights a number of emerging trends likely to impact SPAC transactions in the coming years including the difficulty of handling employee-shareholder disputes, the importance of clear arbitration agreements, and courts’ inclination to honor the traditional separation of liabilities between subsidiary and parent corporations. Read the full article.

R+C Volunteers Present Junior Achievement Programs in Hartford School

On November 10, 2022, R+C lawyers and staff joined volunteers from PwC, KPMG, Santander and Central Connecticut State University to teach at Parkville Community School in Hartford on behalf of the Southwest New England Chapter of Junior Achievement (JA). Firm participants presented to more than 60 Parkville kindergartners JA-developed programs in financial literacy and entrepreneurship, such as how to earn and save money and what it means to have a job. This marks more than 15 years of R+C participation at the school. R+C volunteers taking part represented multiple practice groups in the Hartford office, and included Christine Bromberg, Kelly Butricks, Ben Daniels, R+C Legal Recruiting Coordinator Raquel Rodriguez, Garrett Shaikh, Jon Vasquez and Bill Wilson. Raquel and Talent Management Coordinator Emma Toms led the efforts to solicit volunteers and organize the training in coordination with JA. Christine serves on the Emeritus Board of Directors for the Chapter.

Conor Duffy and Ben Daniels Author Article on Second Circuit Interpretation of the Anti-Kickback Statute for Physicians Practice

Health Law Group member Conor O. Duffy and Business Litigation Group member Benjamin M. Daniels authored the article “Second Circuit affirms HHS rejection of direct copayment assistance under anti-kickback statute,” published in Physicians Practice on September 16, 2022. The article examines the recent decision by the U.S. Court of Appeals for the Second Circuit that rejected an appeal brought by Pfizer, Inc., regarding possible violation of the Anti-Kickback Statute (AKS). The decision addressed a proposed direct copayment assistance program where reimbursements would go directly to the patient looking to buy Pfizer’s own drugs. The Second Circuit upheld the Department of Health and Human Services’ (HHS) interpretation of the AKS as prohibiting the arrangement, which reiterates for health care organizations the importance of adhering to HHS guidance concerning federal fraud and abuse laws. The decision also emphasizes the government’s continued concerns with patient copayment assistance programs associated with pharmaceutical manufacturers that can directly influence purchases of the manufacturers’ drugs. This decision represents an important affirmation of HHS’ interpretive authority over the scope of the AKS and implicitly reinforces recent HHS guidance. Read the article.

Benjamin Daniels, Arila Zhou, Trevor Bradley and Jenna Scoville Author SPAC Litigation Article for Bloomberg Law

Capital Markets + Securities member Arila Zhou and Business Litigation Group lawyers Benjamin Daniels, Trevor Bradley and Jenna Scoville co-authored, “Litigation & Enforcement Fallout of the SPAC Boom,” published by Bloomberg Law in August 2022.

The article explained that special purpose acquisition companies (SPACs), once the darlings of the financial world, have faced mounting opposition. Class-action litigation has arisen around the country, with a focus on disclosure obligations, fiduciary duties, and scienter. At the same time, the Securities and Exchange Commission (SEC) rolled out proposed rules to regulate SPACs.

The article discussed trends in those cases, including the standard to evaluate SPAC business decisions, the success of the “forward-looking-statement” defense, and courts’ treatment of scienter. It also discussed how SPACs remain a critical tool for private companies that want to go public through a business combination. Read more.

Ben Daniels and Trevor Bradley Author Law360 Expert Analysis Article on Judicial Shift on SEC Admin Process

Business Litigation Group lawyers Ben Daniels and Trevor Bradley authored the article “5^th Circ. Ruling Signals Judicial Shift On SEC Admin Process,” published in Law360 on June 27, 2022. The Expert Analysis article analyzes the recent decision from the U.S. Court of Appeals for the Fifth Circuit, Jarkesy v. SEC, which declared the Securities and Exchange Commission’s entire administrative process unconstitutional, under several different theories. The U.S. Supreme Court is expected to review this decision, as it would transform how securities are regulated in the U.S. Read the article.

Ben Daniels Quoted in HBJ Article on University of Saint Joseph's Move to Co-Ed Undergraduate Programs

Business Litigation Group member, Ben Daniels, was quoted in the Hartford Business Journal article, “Four years after admitting men for first time, USJ sees steady undergrad enrollment growth” published on January 3, 2022. The article focuses on the challenges faced by lesser-known, all-women institutions related to declining enrollments and greater competition in recent years. Those market forces led West Hartford, Connecticut’s University of Saint Joseph (USJ) in 2018 to respond by admitting men in its undergraduate programs for the first time in its then-85-year history. One of the first challenges for USJ was simply getting the word out that the school would begin accepting men.

As the school began to explore the options it could employ, one answer was clear – athletics. Namely, legendary former University of Connecticut men’s basketball coach, three-time NCAA tournament champion, and member of the Basketball Hall of Fame, Jim Calhoun, who was hired by the university in 2018 to head its basketball program. “[USJ] focused on athletics in bringing Calhoun on,” said Ben, who has worked with higher education clients for more than a decade. “St. Joe’s promoted the men’s athletics program while also maintaining a focus on equity and inclusion and strong academics.” Read the full article here.

Robinson+Cole Lawyers Named to CCADV’s First 100 Plus Class of 2023

Robinson+Cole lawyers Kelly Butricks, Benjamin Daniels, Andrew DePeau and Eric Rigoli as well as 2022 summer associate Theresa Lane, have been named to the Connecticut Coalition Against Domestic Violence (CCADV) First 100 Plus Class of 2023 during the organization’s 12th Annual Breakfast & Awards Ceremony on May 5, 2023, at the Hartford Marriott Downtown in Hartford, Connecticut.

The First 100 Plus Class of 2023 is comprised of leaders working to improve the lives of domestic violence survivors and their families in Connecticut. These lawyers, with varied backgrounds and practices, have all made vital contributions to their state and local communities. Robinson+Cole Environmental, Energy + Telecommunications Group chair, Kenneth C. Baldwin, serves on CCADV’s Board of Directors. Read more in the press release.

Robinson+Cole Elects Five Partners

Robinson+Cole is pleased to announce the election of Benjamin M. Daniels, Andrew A. DePeau, Sandra Marin Lautier, Kathryn M. Rattigan and Evan J. Seeman as Partners, effective January 1, 2023. The new partners reflect Robinson+Cole’s continued strategic growth in key areas, including business and bankruptcy litigation, data privacy and security and real estate and development.

“Congratulations to this outstanding group of lawyers on their well-deserved promotion,” said Rhonda J. Tobin, Managing Partner of Robinson+Cole. “They exemplify the excellent talent driving our firm’s sustained growth and are strong contributors to our clients, firm and communities.” Read more in the press release.

Robinson+Cole Expands Litigation Practice

Robinson+Cole is pleased to announce the addition of Benjamin M. Daniels as counsel in the firm’s Business Litigation Group. Daniels’ practice focuses on complex litigation and education law. He will be resident in the firm’s Hartford and New York offices.

“Ben has developed a strong record of handling the sophisticated legal matters before regulators and trial courts, including the U.S. Supreme Court. His deep and varied experience will further expand our national platform,” said Edward J. Heath, Chair of Robinson+Cole’s Business Litigation Group. “The respect of his clients is well-deserved, and we’re thrilled to bring him on board.” Read more in the press release.