Ackman SPAC Will Need New Law to Beat Lawsuit, Investor Says

(Bloomberg) -- Bill Ackman’s Pershing Square Tontine Holdings Ltd. will need to make a new law to defeat investors’ claims that it’s operating illegally, George Assad, who sued the SPAC, said in a court filing Monday.

Assad asked the judge to deny Ackman’s request that the suit be thrown out.

The lawsuit could have wide-ranging implications for the financial industry if a court determines that SPACs more generally should be regarded as investment companies subject to the 1940 Investment Company Act, which requires registration with the Securities Exchange Commission and places restrictions on fees charged for investment advice.

“Defendants cannot cite any authority in which the SEC or the courts have knowingly authorized any issuer to offer redemption rights in a pool of securities comprising 100% of its assets with no operating business for two and a half years without becoming an investment company,” Assad said in the filing.

PSTH is the world’s biggest SPAC, having sold 200 million IPO units for $20 each, valuing it at $4 billion, according to the filing. The blank-check company abandoned plans for a deal with Universal Music Group and still has no operations or business, according to the filing.

Ackman denied Assad’s claims after the lawsuit was filed in August.

“PSTH has never held investment securities that would require it to be registered under the Act, and does not intend to do so in the future,” Ackman said in a statement at the time. “We believe this litigation is totally without merit.”

He urged the judge to throw the lawsuit out last month.

The case is Assad v. Pershing Square Tontine Holdings, Ltd., 21-cv-06907, U.S. District Court, Southern District of New York (Manhattan). 

©2021 Bloomberg L.P.