The Lexis Practice Advisor Journal™ Practical Guidance Backed by Leading Attorneys

Capital Markets & Corporate Governance

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... 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

Guidance on Emerging Growth CompaniesPosted on 04-12-2017

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... Read More

The NYSE’s Complex Shareholder Approval Rules: Issuing New Securities? Do You Need Shareholder Approval?Posted on 09-13-2016

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... Read More

Reverse Yankee Bonds and the New EU Market Abuse RegimePosted on 06-03-2016

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... Read More

Trends in Securities Law and Shareholder ActivismPosted on 06-03-2016

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... Read More

Understanding At-the-Market OfferingsPosted on 03-11-2016

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... Read More

Shareholder Proposals: Predicting the 2016 Proxy SeasonPosted on 03-11-2016

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... Read More

A Briefing on Emerging Issues Impacting Transactional Practice 2016Posted on 03-11-2016

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... Read More

A Briefing on Emerging Issues Impacting Transactional PracticePosted on 11-30-2015

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. The strategies... Read More