I briefly mentioned this in a prior post and several people asked about it so I will flesh it out a little bit more here. As mentioned, many of the benefits of the JOBS Act go to companies fitting the definition of "emerging growth company."...

Earlier this week, the SEC's Division of Corporation Finance issued some guidance with the staff's observations in its reviews of "super" Forms 8-K filed following reverse mergers. As we know, in 2005 the SEC adopted a rule requiring...

Recent turmoil in credit markets and the economy has brought back the Material Adverse Change (MAC) clause into common parlance in negotiated transactions as purchasers in deals struck before the liquidity crunch are relying on such provisions to attempt...

In this commentary, Frank Aquila and Melissa Sawyer provide an overview of the flexibility of contingent value rights (CVRs), which are being more widely used by innovative M&A dealmakers when the deal price or valuation gap cannot be bridged. ...

View or Download an extended excerpt Excerpt: § 7.04 Terms Included in Commitment Papers After a prospective lender has evaluated the legal and commercial implications of a proposed financing, a prospective lender is ready to prepare...