In the wake of the special purpose acquisition company (“SPAC”) fad that recently gripped the financial world, the passage of time has shown that many, or even most, of these companies were ultimately value destructive for public investors.[1] In response, stockholders have pursued class actions alleging breaches of fiduciary duties by SPAC insiders, and the Delaware Court of Chancery handed down several decisions in 2022 and 2023 denying motions to dismiss filed by the SPAC controllers. Specifically, in a series of decisions starting with the Multiplan[2] case, the Delaware Court of Chancery has sided with stockholder plaintiffs and found that their claims for breach of fiduciary duty against the alleged controllers were legally sound. A key issue in these decisions was whether the “plaintiff-friendly” entire fairness standard of review applied to the Court’s pleading-stage review of the alleged controllers’ actions.[3] The applicability of the entire fairness standard of review is of major consequence for these and future SPAC cases. Indeed, the Delaware Supreme Court has emphasized that “the invocation of the entire fairness standard has a powerful pro-plaintiff effect against interested parties.”[4] This standard of review “intentionally puts strong pressure on the interested party and its affiliates to deal fairly before-the-fact when negotiating an interested transaction.”[5] The Multiplan decision assessed claims arising from the SPAC merger of Churchill Capital Corp. III (“Churchill”).[6] Churchill was formed in October 2019 to serve as a SPAC.[7] It was a publicly traded company that raised capital through its initial public offering (“IPO”) to realize the goal of merging with a private company and taking it public.[8] Before the merger, Churchill had no operations and its assets were effectively limited to its IPO proceeds.[9] Michael Klein (“Klein”) incorporated Churchill as a Delaware corporation through Churchill Sponsor III, LLC (“Sponsor”).[10] Sponsor’s managing member was M. Klein Associates, Inc., and its sole stockholder was Klein.[11]