What an Ideal SPAC Board Should Look Like

Chris Cottone explains how SPAC sponsors should think about board composition. From NASDAQ independence requirements to the importance of financial, legal, and M&A experience, he breaks down why a lean, well-balanced board is critical for governance and deal execution.

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Michael J. Blankenship is a licensed attorney and is a partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is intended for informational and educational purposes only and should not be interpreted as legal, financial, or compliance advice. The views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the official policies or positions of any regulatory agency, law firm, employer, or organization.

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Transcript

Mike B: When I do form this SPAC entity and, and need a board, um, what's in your view an ideal, uh, board look like 

Chris C: you have for, for NASDAQ rules, you're gonna have to have some independent board members, and typically you want the majority of your board to be. Uh, independent board members. So I like to see, we don't, you don't want a highly cluttered board on a SPAC because you're not really, you don't have operations at that point.

So, uh, a typical recommended number is a board of five, where you have two that are non independent and then three that are independent directors, and of that independent director pool. I think it's good to have some financial expertise because you need to have an audit committee. Right. Even though you're, and, and, and.

Uh, essentially a shell entity. You still need to have, pursuant to NASDAQ rules a, uh, an audit committee. So having a financial person usually doubles as a chair to the audit committee. I also think it's good to have some legal expertise, right? Just, you still, you're still gonna have contracts, um, NDAs, uh, you know, corporate policies surrounding the SPAC that need to get followed.

So it's good to have some legal oversight. On your board as well. Beyond that, I think it's great if you can have some, uh, some entrepreneurs that have gone through large m and a transactions, because that's ultimately what you're looking to do in a spac. And, uh, I mean, every now and then we, we have a SPAC where we get some star power, right?

And star power, you know, the guys that have just done the billion dollar mergers and they have the name in the market and it's, uh, it's good if you could have that. It's not required, but it's, it's, it's always helpful.