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