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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...
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...
Q&A with Michael Labriola , Michael Nordtvedt , and Megan Baier , Partners at Wilson Sonsini Goodrich & Rosati LLP.
What is an Emerging Growth Company (EGC)?
Under the Jumpstart Our Business Startups Act (the JOBS Act) (112 P.L. 106, 126 Stat. 306), which was passed in April 2012, a company...
By: Stuart H. Gelfond and Burcin Eren.
THE NEW YORK STOCK EXCHANGE (NYSE) HAS SPECIFIC requirements applicable to listed companies to receive shareholder approval in connection with certain transactions, including issuing equity and convertible securities, which are in addition to any applicable requirements...
By: Matthew Merkle , Kirkland & Ellis International LLP.
ON JULY 3, 2016, THE EUROPEAN UNION (EU) WILL EXTEND its new market abuse regime (MAD II) 2 to the previously unregulated Global Exchange Market of the Irish Stock Exchange (GEM) and the EuroMTF of the Luxembourg Stock Exchange. MAD II will...
Q&A with Keir Gumbs , Covington & Burling LLP
As Special Counsel in the SEC’s Division of Corporation Finance, what were some of your major responsibilities?
I was a special counsel in the Office of Chief Counsel within the Division of Corporation Finance. That office is like the...
By: Michael Rave , Day Pitney LLP
LEXIS PRACTICE ADVISOR RESEARCH PATH: Securities & Capital Markets > Post-IPO Equity Offerings > Other Equity Offerings > Practice Notes
There are various ways in which companies can attempt to raise capital in the face of liquidity and capital resource...
By: Keir Gumbs , Covington & Burling LLP
LEXIS PRACTICE ADVISOR RESEARCH PATH: Securities & Capital Markets > Proxy Statement and Annual Meeting > Shareholder Activism > Articles > Excluding Shareholder Proposals and Seeking No-Action Letters
This article highlights the key...
HIGH-IMPACT EVENT TO GLOBAL FINANCIAL SYSTEM MORE LIKELY, PREDICT FINANCIAL PROFESSIONALS
ACCORDING TO ONE MEASURE, RECENT WORLD EVENTS have financial professionals unnerved. Forty-five percent of those surveyed by the Depository Trust & Clearing Corporation (DTCC) say the probability of a “high...
ENERGY DEPARTMENT UNVEILS ROADMAP SEEKING TO DOUBLE U.S. ENERGY PRODUCTIVITY BY 2030
THE U.S. DEPARTMENT OF ENERGY HAS UNVEILED A strategic plan laying out a path businesses, state and local governments, consumers, and other stakeholders can use to double U.S. energy productivity by 2030.