SPAC-Related Litigation Trends and Risks

Alok Khare is a co-leader of the Securities, Accounting, and Regulatory Enforcement Practice at FTI Consulting. He is an economist who applies his knowledge and experience of finance, economics, including transfer pricing, econometrics, and data analytics, to examine and opine about problems in litigation and non-litigation matters.

Dr. Khare has worked on numerous lawsuits and investigations, including those in the areas of securities, finance, antitrust, consumer fraud, false advertising, TCPA, labor, and employment, and breach of contract matters, etc. Additionally, Dr. Khare provides transfer pricing services (e.g., documentation, expert work for tax controversy, including appeals, etc.), and model validation services. The following describes the selected experience.

Lindi Jarvis is a Senior Managing Director at FTI Consulting and is based in Seattle and New York. Ms. Jarvis specializes in forensic accounting and litigation consulting. She has international experience in a wide range of large-scale financial investigative assignments and litigation assistance.

Ms. Jarvis’ financial investigative assignments have included hedge fund investigations, forensic accounting investigations, financial reporting investigations, financial fraud investigations and white-collar crime investigations. Ms. Jarvis has performed numerous investigations in matters involving SEC financial reporting, violations of the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and other fraudulent activities. Ms. Jarvis’ anti-bribery and anti-corruption experience includes leading financial and forensic accounting investigations on a global basis, including investigating allegations of inappropriate behavior and suspected violations of the FCPA by U.S. Corporations, agents, distributors or foreign operating divisions.

In addition, Ms. Jarvis has been involved in assisting a Fortune 50 company implement an FCPA compliance program which incorporated the review of the operations in specific high risk countries. Ms. Jarvis has worked on behalf of management for companies under investigation by government agencies; for special committee counsel conducting investigations; and for counsel in a post-investigation monitoring or remediation capacity.

Ms. Jarvis’ litigation and dispute advisory services experience includes assisting domestic and international clients in commercial disputes involving corporate transactions, working capital adjustments, post-closing balance sheet adjustments and earn out calculations. In addition, Ms. Jarvis has experience with accountant malpractice claims, securities litigation, and damages analyses.

Prior to joining FTI Consulting, Ms. Jarvis spent three years in the financial advisory services practice of Deloitte in the Cayman Islands. While in Cayman, she managed the liquidation of several hedge funds which were liquidated due to fraudulent asset management, as well as assisted with court proceedings necessary to wind down the hedge funds. During this period, Ms. Jarvis spent a large portion of her time traveling to London, England, the U.S. and the United Arab Emirates. Ms. Jarvis began her career as an Auditor with Deloitte in the Calgary, Canada office.

Ms. Jarvis has taught classes and seminars on various fraud-related topics at New York University. These topics have included; accounting investigations, in-depth anti-bribery and anti-corruption case studies and fraud prevention. In addition, Ms. Jarvis has developed and presented courses at FTI Consulting’s national training program. Ms. Jarvis holds a Bachelor of Commerce with Distinction from the University of Alberta, Edmonton, Canada. She is a Certified Public Accountant, a Chartered Accountant in Alberta, Canada, and a Chartered Financial Analyst charterholder. Ms. Jarvis is also an executive board member of the Association of Chartered Accountants in the United States.

Todd Rahn has more than 23 years of audit, accounting and advisory experience. He is often engaged by corporate clients on a variety of accounting advisory matters, including the application of accounting and auditing standards, operational topics such as internal reporting and the structure and strategy of the finance organization, evaluating financing alternatives and related reporting, planning for and evaluating the impact and disclosure of transactions, the application and response to Securities and Exchange Commission (SEC) regulations and investigations, financial restatements, accounting litigation and disputes, adopting new accounting standards and responding to auditor requests.

These projects have been in, as well as outside, the US covering multiple complex accounting topics including among others revenue recognition, business combinations, consolidation, collaborative design agreements, partnership arrangements, joint venture agreements, cost allocation, impairment, stock-based compensation, and financial reporting disclosures. Mr. Rahn is engaged by counsel representing companies and board of director committees to conduct purchase price disputes, internal investigations in connection with subpoenas, government inquiries, and whistleblower allegations concerning accounting and financial reporting fraud and misappropriation of assets. He also assists with materiality assessments, internal control and remediation measures.

Prior to joining FTI Consulting, Mr. Rahn was a partner at Deloitte providing consulting, accounting and auditing services to companies ranging from start-ups to large multinational businesses. He has extensive experience evaluating SEC reporting matters and an in-depth knowledge of the standards of the Public Company Accounting Oversight Board and accounting principles generally accepted in the United States (US GAAP). Mr. Rahn has focused his time in the technology, media, semiconductor & telecommunications industries.

Furthermore, Mr. Rahn was a Clearing Partner in Deloitte’s National Office where he focused his time on attest risk management matters, including potential fraud, investigative, enforcement, or other matters impacting clients, policies governing cross border matters, litigation, and contract compliance, often addressing the most difficult issues faced by Deloitte’s corporate clients. He also spent seven years, based out of New York and London, advising large corporations on the application of the SEC’s rules and regulations, US GAAP, and International Financial Reporting Standards in a multi-jurisdictional setting where more than one set of rules and regulations apply.

Mr. Rahn is passionate about the fundamental role inclusion plays in accounting and finance, and the development of environmental, social and governance sustainable practices, both areas in which he has served in multiple roles throughout his career. He has participated in numerous speaking panels and other presentations regarding accounting topics with his clients and is solely focused on serving their accounting and advisory short and long-term needs through his practice.

Colleen Smith, an experienced trial lawyer and Local Chair of the San Diego Litigation & Trial Department, represents emerging and Fortune 500 companies and their officers and directors in high-stakes complex litigation.

Ms. Smith has secured major trial victories for clients facing enterprise-threatening liability, including in the first securities class action to go to trial in over a decade. In that matter, the jury reached a unanimous verdict in the client’s favor on the majority of claims, awarding miniscule damages.

Ms. Smith regularly defends companies and their executives against private plaintiffs claiming disclosure fraud, often achieving early dismissals on motion practice.

Ms. Smith also represents executives and boards of directors facing SEC subpoenas and investigations, as well as board committees in connection with internal investigations. Representing a technology company CEO in one such matter pursued by the SEC, Ms. Smith helped secure a unanimous defense verdict following a three-week jury trial — a Daily Journal Top Defense Verdict of 2014.

Before becoming a lawyer, Ms. Smith served as a US Naval Surface Warfare Officer on the guided missile destroyer USS Decatur (DDG 73), and was one of the first women to serve in a combatant role. After law school, she served as a law clerk for Judge David R. Thompson of the US Court of Appeals for the Ninth Circuit and Judge James H. Michael of the US District Court for the Western District of Virginia.

Robert Malionek, a partner in the Complex Commercial Litigation, Employment Litigation, and Securities Litigation & Professional Liability Practices, brings more than two decades of experience and insight to clients navigating financial litigation, creditors’ rights, bankruptcy, securities fraud, a wide range of employment litigation matters, and professional liability matters for both accounting firms and law firms.

Mr. Malionek’s practice includes complex financial and deal-related litigation for financial institutions, creditors, and lender groups. He represents issuers, underwriters, and accounting and law firms in matters involving securities litigation, financial reporting obligations, financial fraud, and other professional liability issues, as well as both debtor-side and creditor-side insolvency litigation. Licensed in both New York and California, Mr. Malionek has handled numerous federal and state discrimination and wage-and-hour class actions, among other employment litigations. Mr. Malionek has represented clients in several bench and jury trials in state and federal courts across the country, and has handled arbitrations and appeals in a variety of areas. He also counsels clients and the firm on issues of ethics, privilege, and professional responsibility.

Mr. Malionek is a longtime member of the firm’s Ethics Committee and serves on the Ethics and Professional Responsibility Committees of the New York County Lawyers’ Association and New York City Bar.

Mr. Malionek has led dozens of presentations and written more than 50 articles on issues of securities litigation, financial disputes, M&A litigation, bankruptcy and workout litigation, as well as attorney-client privilege and ethics, for publications such as the New York Law Journal, The Lawyer, Harvard Law School Forum, and Compliance Week. In May 2021, he was featured in a Bloomberg Law article related to SPAC litigation.

Prior to joining Latham, Mr. Malionek served as a clerk to Judge Ruggero J. Aldisert on the US Court of Appeals for the Third Circuit.

Ryan Maierson, a partner in the Houston office and a member of the firm’s Executive Committee, is the former Global Chair of Latham’s Public Company Representation Practice and former Chair of the firm’s Houston Corporate Department. Mr. Maierson has particular knowledge in M&A and corporate finance transactions in the energy industry, as well as both business combination transactions and initial public offerings involving special purpose acquisition companies.

Mr. Maierson is an adjunct professor at the University of Houston Law Center, where he co-teaches “Doing Deals,” a course on M&A practice, with Professor Douglas Moll.