Capital Markets & Corporate Governance

Special Purpose Acquisition CompaniesPosted on 10-19-2020

By: David A. Curtiss , Proskauer Rose LLP This article discusses recent market trends regarding special purpose acquisition companies (SPACs), covering notable transactions, deal structure and process, and other key market trends, and provides an outlook for the rest of the year. THIS ARTICLE DISCUSSES... Read More

Public Company Reporting and Corporate GovernancePosted on 10-19-2020

By: Alex May and William Erlain , Jenner & Block LLP This article provides an overview of the notable market trends in corporate governance and public company reporting in 2019 and early 2020 and the outlook for the remainder of 2020. IN 2019, THE SECURITIES AND EXCHANGE COMMISSION (the SEC)... Read More

Pandemic Preparation: 72-Hour Response Plan to Government InquiryPosted on 10-19-2020

By: Charles J. Clark , Barry A. Bohrer , and Christian J. Ascunce , Schulte Roth & Zabel LLP THIS ARTICLE PROVIDES GUIDANCE COVERING KEY questions that your organization may face as a result of a regulatory and enforcement inquiry during COVID-19, including a checklist to aid your response. Considering... Read More

COVID-19 from a Securities Law PerspectivePosted on 06-18-2020

By: Michael L. Hermsen, Anna Pinedo, and Laura D. Richman , Mayer Brown LLP THE ARTICLE ALSO HIGHLIGHTS KEY FORM 10-K AND FORM 10-Q matters, including risk factors, management discussion and analysis (MD&A), and financial statement issues, and examines various financing alternatives for companies... Read More

COVID-19 Update: Q&A for Public CompaniesPosted on 06-16-2020

By: Davina K. Kaile , Gabriella A. Lombardi , Christina F. Pearson , and Stanton D. Wong , Pillsbury Winthrop Shaw Pittman LLP This Q&A addresses some of the most frequently asked questions of public companies on how to navigate the challenges posed by COVID-19. The Securities and Exchange Commission... Read More

COVID-19 Ramifications for Public Companies—SEC Disclosures, SEC Filings, and Shareholder Meeting LogisticsPosted on 04-07-2020

By: Laura D. Richman and Michael L. Hermsen , Mayer Brown LLP This article discusses some key ramifications of the coronavirus outbreak for public companies. In addition to a host of significant general business concerns, such as those relating to liquidity and financing opportunities, revenues, supply... Read More

SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other ObligationsPosted on 04-07-2020

By: Mark S. Bergman , John C. Kennedy , and Christopher J. Cummings , Paul, Weiss, Rifkind, Wharton & Garrison LLP Introduction This article discusses some key areas of focus regarding the coronavirus outbreak. It also highlights conditional relief issued by the Securities and Exchange Commission... Read More

SEC Issues Statement on Coronavirus Reporting Considerations and Potential ReliefPosted on 04-07-2020

By: Mark S. Bergman , Paul, Weiss, Rifkind, Wharton & Garrison LLP Introduction This article discusses the joint Public Statement 1 issued by the U.S. Securities and Exchange Commission (the SEC) Chairman Jay Clayton, SEC Division of Corporation Finance Director Bill Hinman, SEC Chief Accountant... Read More

Policy Updates for the 2020 Proxy SeasonPosted on 03-11-2020

By: David A. Bell , Ran Ben-Tzur , James D. Evans , Robert A. Freedman and Amanda L. Rose , Fenwick & West LLP This article discusses the updates issued by Institutional Shareholder Services (ISS) and Glass Lewis to their voting policies for the upcoming 2020 proxy season. Recently, ISS and Glass... Read More

High Yield vs. Investment Grade CovenantsPosted on 03-09-2020

By: David Azarkh and Sean Dougherty, Simpson Thacher & Bartlett LLP There are fundamental differences between the covenants of high yield and investment grade debt securities. While investment grade covenants tend to be less restrictive and more limited, high yield covenants are often much more... Read More

Negotiating an Underwriting AgreementPosted on 01-15-2020

By: Anna Pinedo, Brian Hirshberg , and Raffi Garnighian, Mayer Brown LLP In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting agreement with the issuer of the securities and any selling stockholders. THE UNDERWRITING AGREEMENT... Read More

Financial Definitions in High-Yield IndenturesPosted on 01-14-2020

By: Timothy B. Howell and Alex Petrossian , Cahill Gordon & Reindel LLP The defined terms in any agreement are considered as the building blocks upon which the rest of the agreement is based, particularly when it comes to the negative covenants in a bond indenture. THIS ARTICLE WILL INTRODUCE... Read More

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