In the wake of the special purpose acquisition company (“SPAC” or “SPACs”) frenzy that is widely considered to have been value destructive for public investors,^[1] a large swath of stockholder plaintiffs filed so-called “MultiPlan” putative class action claims challenging SPAC mergers that are alleged to be financially and procedurally unfair.

Generally, these MultiPlan class actions generally claim that “the SPAC's fiduciaries—motivated by financial incentives not shared with public stockholders—impaired the public stockholders’ right to divest their shares before the business combination occurred” for $10 per share.[2] Recently, the Court of Chancery has permitted almost all of the stockholder MultiPlan complaints to proceed to discovery and denied many motions to dismiss.[3]

Accordingly, a crucial issue going forward in many cases throughout the Delaware Court of Chancery will be how to measure monetary recovery for successful MultiPlan claims. A lesser-known Lordstown Motors decision may potentially shed some light on how the Court of Chancery will measure monetary recovery for such claims.[4]

In Lordstown Motors, the SPAC fiduciaries were sued in federal court for alleged violations of federal securities law, and they were also sued in Delaware for alleged breaches of their fiduciary duties.[5] The defendants moved to stay the Delaware action pending resolution of the federal securities action under the so-called “McWane doctrine.”[6]

In applying the McWane doctrine, the Court of Chancery analyzed whether the federal and state actions had sufficient factual and legal overlap to grant the defendants’ motion to stay.[7] Lordstown Motors thus presented the Delaware Court of Chancery with the rare opportunity to analyze the appropriate measure of monetary recovery for MultiPlan claims before any of its MultiPlan cases reached trial.

Lordstown Motors explained that the measure of recovery for a MultiPlan claim may be “entirely different” from that of a federal securities claim.[8] A federal securities claim may seek recovery “for losses allegedly caused by the decline in [the SPAC’s] stock price from a class period high,” a price which may exceed the SPAC’s $10 redemption price.[9] Lordstown Motors explained that this is unlike the measure of recovery for a MultiPlan claim, which “could turn on the $10 redemption price (plus interest) relative to the value the class received in the de-SPAC transaction.”[10]

Although Lordstown Motors did not elaborate on its phrase “the value the class received,” other cases suggest that this may refer to the “tru[e] worth” of the class’s shares.[11] Read in this light, Lordstown Motors suggests that the appropriate measure of monetary recovery for successful MultiPlan claims is the $10 redemption price minus the true value of each share. SPAC investors who have suffered losses may consider these developments in the law and consult qualified counsel to explore their legal options.

Disclaimer: This memorandum is provided by Levi & Korsinsky, LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws. Prior results may not be predictive of future outcomes.

[1]  See, e.g., Michael Klausner, Michael Ohlrogge & Emily Ruan, A Sober Look at SPACs, 39 Yale J. On Reg. 228, 292 (2022) (“By the second quarter of 2021, SPAC share prices came back roughly to where they were before the bubble, with mean pre-merger share prices approximately at $10.00. Furthermore, those SPACs that merged in Q4 2020 and Q1 2021 and appeared to be great deals for investors have now soured. As of December 2021, the mean and median prices for those SPACs have fallen to $9.01 and $7.09, respectively. If investors had redeemed their shares and invested the proceeds in a market index, they would now have roughly $12.35 in value.”).

[2] In re Multiplan Corp. Stockholders Litigation, 268 A.3d 784, 792 (Del. Ch. 2022).

[3] See, e.g., id. (holding that complaint adequately alleges MultiPlan claim); Laidlaw v. GigAcquisitions2, LLC, 2023 WL 2292488 (Del. Ch. Mar. 1, 2023) (same); Delman v. GigAcquisitions3, LLC288 A.3d 692 (Del. Ch. 2023) (same);  In re XL Fleet (Pivotal) S’holder Litig. Consol. C.A. No. 2021-0808-KSJM (Del. Ch. June 9, 2023) (same); Malork v. Anderson C.A. No. 2022-0260-PAF (Del. Ch. July 17, 2023) (same); Newbold v. McCaw C.A. No. 2022-0439-LWW (Del. Ch. July 21, 2023) (same); In re Finserv Acquisition Corp. C.A. No. 2022-0755-PAF (Del. Ch. Nov. 1, 2023) (same); Electric Last Mile Solutions, Inc. S’holder Litig. 2024 WL 223195 (Del. Ch. Jan. 22, 2024) (same); Farzad v. Trasimene Capital, FT, LP II, C.A. No. 2023-0193-JTL (Del. Ch. Jan. 30, 2024) (same); In re Kensington-QuantumScape De-SPAC Litig, C.A. No. 2022-0721-JTL (Del. Ch. Feb. 21, 2024) (same); In re Nikola Corp. Derivative Litig., C.A. No. 2022-0023-KSJM (Del. Ch. Apr. 9, 2024) (same); Lien v. Eagle Equity Partners II, LLC, C.A. No. 2022-0972-PAF (Del Ch. May 29, 2024) (same); Drulias et al. v. Affeldt et al., C.A. No. 2024-0161-BWD (Del. Ch. Jan. 31, 2025) (same); In re Archer Aviation Inc. S’holder Litig., C.A. No. 2024-0527-LWW (Del. Ch. July 21, 2025) (same); Gera v. Mende et al., C.A. No. 2024-06160-PAF (Del. Ch. July 29, 2025) (same).

[4] Lordstown Motors Corp. S’holder Litig., 2022 WL 678597 (Del. Ch. Mar. 7, 2022).

[5] See id.

[6] See id.

[7] See id.

[8] Id. at *5.

[9] Id.

[10] Id.  In doing so, Lordstown Motors suggests that recovery for MultiPlan claims may exceed  the losses caused by a decline in a SPAC’s trading price if the SPAC’s trading price exceeds the value the class the received in the SPAC transaction. If, for example, a SPAC’s trading price declines from $10 to $5 per share, but the MultiPlan class received $1 in value per share, then Lordstown Motors suggests that the class would recover $9 per share.

[11] MultiPlan, 268 A.3d, at 804 n.118.