Milbank LLP secured a trial victory on behalf of Universal Entertainment Company in the Delaware Court of Chancery, which declined to order the operator of Okada Manila Resort & Casino of the Philippines to close a merger with special purpose acquisition company (SPAC) 26 Capital Acquisition Corp.
In his ruling, Vice Chancellor J. Travis Laster rejected 26 Capital’s efforts to close the deal on several grounds, including the Delaware court’s inability to oversee and enforce the completion of the transaction due to its multijurisdictional nature and the risk of the merger violating a 2022 Philippine Supreme Court order that reinstated the ousted chairman of the casino’s parent company. He also cited the duplicitous actions of a hedge fund retained to advise the casino, which secretly invested in and teamed up with the SPAC, a conspiracy that the Milbank team uncovered ahead of the July trial.
“This victory is a significant vindication for our clients,” Milbank partner Daniel M. Perry said. “The Court recognized that 26 Capital, its CEO Jason Ader, and their co-conspirators actively misled UEC and its affiliate companies at virtually every stage of the transaction. The Court rightly refused to force a closing in the face of such misconduct.”
Owned and operated by an affiliate of Japan-based UEC, Okada Manila opened in late 2016 and has since grown into a multibillion-dollar casino-resort, the largest in the Philippines. Once the SPAC deal closed, the merged entity was to trade on the Nasdaq exchange.
The Milbank team was led by Mr. Perry and litigation partners Grant R. Mainland and Jed M. Schwartz, and included special counsel Andrew L. Porter and associates Christopher Almon, Allison S. Markowitz, Ashley A. Satterlee, Alexander B. Cogut, Nabintou Doumbia, Alexandra Gray, Silvia Radulescu and Morgan Williams.
