On December 29, 2020, Perella Weinberg Partners (formerly known as FinTech Acquisition Corp. IV) (the “Company”), FinTech Investor Holdings IV, LLC, FinTech Masala Advisors, LLC, PWP Holdings LP (“PWP OpCo”), PWP GP LLC (“PWP GP”), PWP Professional Partners LP (“Professional Partners”) and Perella Weinberg Partners LLC (“Professionals GP”) entered into a Business Combination Agreement pursuant to which, on the terms and conditions set forth therein, among other things: (i) the Company agreed to acquire newly issued common units of PWP OpCo in exchange for cash; (ii) Professional Partners agreed to contribute the equity interests of PWP GP to the Company; (iii) the Company agreed to issue a number of new shares of Company Class B-1 common stock to PWP OpCo for distribution to Professional Partners; and (iv) the Company agreed to issue a number of new shares of Company Class B-2 common stock to PWP OpCo for distribution to certain investor limited partners of PWP OpCo (collectively, the “Business Combination”).
On February 5, 2021, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy statement (the “Preliminary Proxy Statement”) seeking approval of the Company’s stockholders of certain matters related to the Business Combination.
On March 2, 2021, John Pels (“Plaintiff”) commenced an action in the Court of Chancery of the State of Delaware, captioned Pels v. FinTech Acquisition Corp, IV, et al., C.A. No. 2021-0184-LWW (Del. Ch.) (the “Action”), challenging the Business Combination and asserting claims against the Company, Betsy Z. Cohen, Daniel G. Cohen, Brittain Ezzes, Madelyn Antoncic, Laura S. Kohn, Jan Rock Zubrow, Peter A. Weinberg, Joseph R. Perella, Robert K. Steel, Dietrich Becker, Andrew Bednar, Jorma Ollila, Ivan G. Seidenberg, Jane C. Sherburne, Professional Partners and Professionals GP. The complaint in the Action alleged that (i) the proposed Stockholders Agreement rendered the incoming board of directors of the Company powerless as it delegated excess power to certain Class B stockholders, allegedly in contravention of Delaware law; (ii) the proposed corporate opportunity waiver in the Second Amended and Restated Certificate of Incorporation of the Company (the “Charter”) was too broad, allegedly in contravention of Delaware law; and (iii) the Preliminary Proxy Statement failed to disclose material information to stockholders.
After the Action was filed, and without admitting that the allegations in the Action had any merit, on March 29, 2021, the Company filed Amendment No. 1 to the Preliminary Proxy Statement, which mooted two of Plaintiff’s claims in the Action by (i) incorporating by reference the Stockholders Agreement into the Charter; and (ii) providing that the corporate opportunity waiver in the Charter is limited “to the fullest extent permitted by law” (the “Mooting Governance Changes”). Thereafter, and without admitting that the allegations in the Action had any merit, the Company determined to include additional disclosures in a supplement to the Preliminary Proxy Statement filed by the Company with the SEC on June 11, 2021 in the form of a Current Report on Form 8-K (the “Supplemental Disclosures”), which mooted Plaintiff’s disclosure claims.
On July 1, 2021, the Court approved a stipulation under which Plaintiff voluntarily dismissed the Action with prejudice as to himself only, but without prejudice as to any other putative class member. The Court retained jurisdiction solely for the purpose of adjudicating any application of Plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses in connection with the Mooting Governance Changes and/or the Supplemental Disclosures. The Company subsequently agreed to pay $225,000.00 to Plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the Action. The Court has not been asked to review, and will pass no judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.
