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By: Paul M. Rodel , Nicholas P. Pellicani , and Joel D. Salomon, Debevoise & Plimpton LLP
This article examines market trends in reverse mergers by addressing recent notable transactions, deal structure and process, deal terms, disclosure trends, and legal and regulatory trends, and provides a...
By: Nicole M. Runyan and William J. Tuttle, Proskauer Rose LLP
Increasing numbers of asset managers are evaluating the potential benefits of including a business development company (BDC) within their suite of managed funds and accounts. A BDC is a hybrid of an investment company and a traditional...
By: Ari B. Blaut and Daniel R. Loeser , Sullivan & Cromwell LLP
The U.S. debt capital markets are an important source of capital for companies that borrow money to finance their businesses. Companies borrow money for a variety of reasons, from financing day-to-day operations and managing seasonal...
By: Rebecca G. DiStefano and Jeffrey S. Kahn , Greenbert Traurig, P.A.
This market trends article covers employee stock ownership plans (ESOPs), which are a combination of a tax-qualified retirement plan and a corporate finance tool, and addresses recent trends in ESOPs relating to the design and structuring...
By: David L. Kornblau and Gerald W. Hodgkins
The enforcement and regulatory priorities of the Securities and Exchange Commission (SEC) have begun to come into focus now that SEC Chairman Jay Clayton has been in office for nearly a year and a half. Courts have also issued decisions that will...
By: Steven J. Slutzky, Kevin R. Grondahl, and Nicholas P. Pellicani
THIS ARTICLE COVERS 10 PRACTICAL TIPS THAT COUNSEL in a secondary offering can use to facilitate execution and avoid common pitfalls. Secondary offerings of equity securities by stockholders of public companies are one of the more...
By: Trevor Norwitz, Sabastian V. Niles, and Jenny Lin
THE CALIFORNIA STATUTE, CA S.B. 826, REQUIRES “a domestic general corporation or foreign corporation that is a publicly held corporation, as defined, whose principal executive offices, according to the corporation’s SEC 10-K form, are...
ABA Releases New Guidelines For Lawyers Who Experience Data Breaches
By: Lexis Practice Advisor Attorney Team
THE AMERICAN BAR ASSOCIATION (ABA) RECENTLY issued Formal Opinion 483, addressing lawyers’ ethical obligations to their clients after a data breach “exposes [their] confidential...
By: Stuart Gelfond and Joshua Wechsler , Fried, Frank, Harris, Shriver & Jacobson LLP, Hayley Cohen , Tradeweb
Item 503(c) (17 C.F.R. § 229.503) of Regulation S-K requires that an issuer include in its registration statement a risk factor disclosure, which sets forth the possible circumstances...
By: Jordan Yaret , Mikhel Schecter , and Bryant Mendel , Paul, Weiss, Rifkind, Wharton & Garrison LLP
STRONG ECONOMIC GROWTH AND HISTORICALLY LOW interest rates boosted U.S. structured finance issuance to $510 billion in 2017, a 37% increase over 2016 volume. This growth occurred across a wide...
By: Chris Kelly, Jones Day
IN RECENT YEARS, THE STAFF OF THE U.S. SECURITIES AND Exchange Commission (SEC) has undertaken an initiative to bolster capital formation, including by providing companies more flexibility to access U.S. capital markets. As a result, recent changes to law and SEC interpretations...
By: Kristine Di Bacco and Doug Sharp Fenwick & West LLP
Start-up companies use seed financings primarily to raise the capital required to build a minimum viable product and test their product-market fit. This article provides guidance to company counsel and founders on how to identify a seed investor...
By: Trevor S. Norwitz , Sabastian V. Niles , Avi A. Sutton and Anna S. Greig Wachtell, Lipton, Rosen & Katz
Shareholder proposals are a popular and effective mechanism enabling shareholders to recommend or require that a company and/or its board of directors take a specified action.
TO BE ELIGIBLE...
By: Daniel P. Adams, Gilbert G. Menna , and Ettore A. Santucci Goodwin Procter LLP
LIKE ALL IPOS, THE FUNDAMENTAL PROCESS FOR A REIT IPO involves the preparation of a registration statement (albeit on a Form S-11 instead of a Form S-1), including a prospectus, and a roadshow to be used to market the...
D.C. COURT ORDERS EEOC TO RECONSIDER WORKPLACE WELLNESS RULES
IN AN ACTION BROUGHT BY THE AMERICAN ASSOCIATION of Retired Persons (AARP), the U.S. District Court for the District of Columbia has ordered the U.S. Equal Employment Opportunity Commission (EEOC) to reconsider two regulations related to...
By: Joshua Davidson , Baker Botts LLP
If you are internal counsel to a publicly traded corporation that has decided to form a master limited partnership (MLP) and would like to become better educated about MLPs before starting the IPO process, below are 10 practice tips for you.
1. Obtain a basic...
By: Scott Anthony, Eric Blanchard, and Matthew Gehl , Covington & Burling LLP
The clean and renewable energy industry focuses on alternative energy solutions to traditional fossil fuels, which currently dominate the supply of energy across the world. Unlike traditional fossil fuels, which are potentially...
By: David J. Goldschmidt and Michael J. Schwartz SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
The planning and preparation that each public company must undertake in connection with periodic and current reporting is substantial in terms of time, effort, and resources. Managing the reporting process...
By: Lori Zyskowski GIBSON, DUNN & CRUTCHER LLP
The voting recommendations of proxy advisory firms—including, most notably, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis)—continue to influence the voting outcomes of company and shareholder proposals...
Skadden, Arps, Slate, Meagher & Flom LLP.
THE TECHNOLOGY INDUSTRY IS FOCUSED around companies that primarily sell technology or technology services. Major players in the technology industry include:
Hardware companies, such as Apple, Dell, HP, and Lenovo, which generate revenue by building...
By: Glen Schleyer Sullivan & Cromwell LLP
THIS ARTICLE DISCUSSES RECENT DEVELOPMENTS RELATING to U.S. public company reporting and corporate governance and the outlook going forward. The U.S. election season and the change in administration have resulted in a period of more limited activity by...
By: Arthur D. Robinson and Jonathan Ozner SIMPSON THACHER & BARTLETT LLP
SENIOR EXECUTIVES AND OWNERS OF PRIVATE COMPANIES considering an initial public offering (IPO), or of public companies considering a spin-off or carve-out IPO of a subsidiary, business unit, or division, are undoubtedly aware...
By: Rebecca G. DiStefano , GREENBERG TRAURIG, P.A.
The U.S. economy was spotlighted during an unprecedented national Presidential election in 2016 with campaign debate focused on the preservation and initiation of new jobs. This topic, of course, is not a new one. In response to the economic...
By: Keir Gumbs , Covington & Burling LLP
PARTNER AT COVINGTON & BURLING LLP
Keir Gumbs, vice chair of the Securities & Capital Markets Group and partner in the Washington, D.C. office of Covington & Burling LLP, regularly provides insights about the trends he observes in securities...
By: David Azarkh and John O’Connell , Simpson Thacher & Bartlett LLP.
Overview: The High Yield Roller Coaster Continues
The most appropriate word to describe the high yield market in 2016 is volatility. There were some rough patches when few issuers tested the waters—particularly...