How to Choose the Right Legal Counsel and Underwriter for a SPAC
Chris Cottone explains how SPAC sponsors should think about selecting legal counsel and underwriters.
He outlines why fees should never be the primary decision factor, why SPACs require highly specialized legal experience, and how the wrong choices can lead to delays, added costs, or failed transactions.
Disclaimers:
The views, opinions, and statements expressed by the guest are solely their own and do not necessarily reflect the views of The SPAC Podcast, its hosts, or affiliated organizations. This content is for informational purposes only and should not be construed as investment, legal, tax, or accounting advice.
Michael J. Blankenship is a licensed attorney and is a partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is intended for informational and educational purposes only and should not be interpreted as legal, financial, or compliance advice. The views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the official policies or positions of any regulatory agency, law firm, employer, or organization.
Listeners are encouraged to consult their own legal counsel, compliance professionals, or financial advisors to ensure adherence to applicable laws and regulations, including those enforced by the SEC, FINRA, and other regulatory bodies. This podcast does not constitute a solicitation, offer, or recommendation of any financial products, securities transactions, or legal services.
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Mike B: How do you select an attorney, uh, when you're looking at, uh, counsel to sort of do the SPACs or, or what's the ideal makeup there as well as on the other side, the underwriter? When you're looking at an underwriter, how do you select one of those as well?
Chris C: Sure. No, that, that's a great question because every now and then.
Teams will come to us and they want to look for, uh, an underwriter, or they wanna look for an attorney or an underwriter, and their primary consideration is fees. And we say, look, you, you, you can't think that way. You have to go with some, the, a SPAC is a very specialized structure. The D SPAC process, it, it's very, it's very specialized and you can end up spending a lot of time and money.
Uh, because a, a regular corporate attorney might think that they can do the work, but there's just, there's just so much to know. And so what we recommend is going with a law firm that has had a lot of, uh, SPAC experience on both sides, not just on the IPO, but also on the D spac. Um, firms like, like what, what you have, I mean, have done great work within the SPAC space and, um, I'm sure you can go through all the kind of, uh, stories and war stories because every spac, both IPO and closing has its own unique set of circumstances and, but you really need good counsel to be able to get through that process.
The other thing, which is a practical consideration. Underwriters won't work with you unless you have a SPAC attorney that they're comfortable with. They want somebody who knows what they're doing or else it can produce a liability for them, or it can produce a deal that doesn't close. And then everybody wastes their time and money.
So very, very important to have good counsel in the spac.
VP of Greentree Financial Group, Inc.
Robert C. (Chris) Cottone graduated from Florida Atlantic University with a Bachelor’s degree in Business Administration. Chris co-manages Greentree’s internal emerging growth fund and oversees the capital markets policies and procedures implemented by the firm including new project origination. Chris has experience working on new public listings, SPACs, bridge financing and PIPEs. In this role, Chris has been involved in several business combinations that have exceeded $1 billion in enterprise valuation.
Chris is also responsible for monitoring legislative activities effecting securities issues. With more than two decades of service to the business community, Chris has been instrumental in guiding the careers of many of the nation’s new entrepreneurs. Chris heads many of Greentree’s community awareness programs that contribute to the Global Vision maintained at the firm. He is a frequent contributor to various publications and periodicals and lectures to professional organizations.