Capital Markets & Corporate Governance

Reverse MergersPosted on 08-12-2019

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... Read More

Business Development CompaniesPosted on 06-18-2019

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... Read More

Corporate Debt Securities in U.S. Capital MarketsPosted on 06-17-2019

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... Read More

Market Trends: Employee Stock Ownership PlansPosted on 02-20-2019

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... Read More

Securities Regulation and EnforcementPosted on 12-18-2018

By: David L. Kornblau and Gerald W. Hodgkins Overview 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... Read More

Top 10 Practice Tips: Secondary OfferingsPosted on 12-18-2018

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... Read More

Corporate Board Diversity Requirements Expand: Guidance for CorporationsPosted on 12-18-2018

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... Read More

Updates and Legal DevelopmentsPosted on 12-18-2018

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... Read More

Top 10 Practice Tips: Risk Factor DisclosuresPosted on 09-12-2018

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... Read More

Market Trends: Structured Finance, Securitization and DerivativesPosted on 09-12-2018

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... Read More

Top 10 Practice Tips: Private Placement TransactionsPosted on 06-22-2018

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... Read More

Start-up Seed FinancingPosted on 02-28-2018

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... Read More

Market Trends: Shareholder ProposalsPosted on 02-28-2018

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... Read More

Top 10 Practice Tips: Real Estate Investment Trust IPOsPosted on 02-28-2018

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... Read More

Current Updates and Legal DevelopmentsPosted on 12-19-2017

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... Read More

Top 10 Practice Tips: Master Limited PartnershipsPosted on 12-19-2017

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... Read More

Clean & Renewable Energy Industry Practice GuidePosted on 12-19-2017

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... Read More

Top Ten Practice Tips: Public Company ReportingPosted on 10-31-2017

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... Read More

Market Trends: Responding to Negative Voting Recommendations by Filing Additional Proxy Soliciting MaterialsPosted on 10-31-2017

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... Read More

Technology Industry Practice Guidance Q&A with Gregg A. Noel and Michael J. MiesPosted on 09-27-2017

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... Read More

Public Company Reporting and Corporate GovernancePosted on 09-27-2017

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... Read More

Top Ten Practice Tips By Experts: Initial Public OfferingsPosted on 09-27-2017

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... Read More

Market Trends: JOBS ActPosted on 09-14-2017

By: Rebecca G. DiStefano , GREENBERG TRAURIG, P.A. Overview 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... Read More

Proxy Season 2017 Q&A with Keir GumbsPosted on 06-07-2017

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... Read More

Market Trends: High Yield Debt OfferingsPosted on 04-12-2017

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... Read More