Michael Zeidel

Michael Zeidel

Skadden, Arps, Slate, Meagher & Flom LLP

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Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group...

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more

11/4/2016 - 16(b) Facebook Initial Public Offerings Lock-Up Agreement Profits SEC Securities Exchange Act Shareholders Short-Swing Trading Underwriting

"Corporate Finance Alert: 2017 SEC Filing Deadlines for Companies With December 31, 2016 Fiscal Year-End"

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more

10/21/2016 - Filing Deadlines Financial Statements Fiscal Year Foreign Private Issuers Publicly-Traded Companies SEC Year-End Compliance Checklist Year-End Planning

Corporate Finance Alert: SEC Staff Continues to Focus on Non-GAAP Financial Disclosures

In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more

10/14/2016 - CDIs Disclosure Requirements EBITDA Enforcement GAAP Non-GAAP Financial Measures SEC Tax-Deferred Exchanges

Corporate Finance Alert: Court Ruling May Broaden Noteholders' Ability to Receive Redemption Premiums Following Indenture Defaults

On September 19, 2016, the U.S. District Court for the Southern District of New York granted summary judgment to Wilmington Savings Fund Society, FSB, with respect to claims brought against Cash America International, Inc. in...more

10/5/2016 - Breach of Contract Financial Markets Financial Sector Securities Summary Judgment

"How Companies Should Respond to New Non-GAAP Financial Disclosure Guidance"

On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more

7/8/2016 - CDIs Corporate Financing Disclosure Requirements Financial Statements Non-GAAP Financial Measures SEC

"Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide"

Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more

7/8/2016 - Accounting Standards Financial Reporting GAAP Non-GAAP Financial Measures Public Disclosure Publicly-Traded Companies Registration Statement Regulation S-K SEC

"The JOBS Act: Did It Accomplish Its Goals?"

In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and...more

7/6/2016 - Capital Formation Crowdfunding Emerging Growth Companies General Solicitation Initial Public Offerings JOBS Act Private Placements Regulation D Rule 506 Sarbanes-Oxley SEC

"Investment-Grade Notes Increase, IPOs Decline in 2015"

Investment-Grade Notes - The U.S. investment-grade notes market ended the year 13 percent higher by dollar value (2 percent higher by issuances) than in 2014, with $1.3 trillion (2,021 issuances)....more

1/20/2016 - Corporate Financing Initial Public Offerings Investment-Grade Notes

"Volatility Continues in US and European High-Yield Markets"

The continuation of a strong M&A market in both the U.S. and Europe, energy companies returning to the U.S. market and quantitative easing in Europe resulted in a strong first half of 2015 for U.S. and European high-yield...more

1/19/2016 - Acquisition Finance Acquisitions Bonds Corporate Issuers EBITDA Energy Sector EU High-Yield Markets Mergers Oil & Gas

"Corporate Finance Alert: SEC Staff Issues Interpretations on General Solicitation Prohibition"

The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more

8/14/2015 - Administrative Interpretation Angel Investors CDIs Compliance Corporate Issuers Disclosure General Solicitation Interpretive Letters Investment Adviser No-Action Letters Rule 506 Offerings SEC

"So You’ve Issued Convertible Notes: Now What?"

The U.S. market for new issuances of convertible notes was very active in 2014, with approximately $51.4 billion of convertible debt issued in 140 transactions. In the first quarter of 2015, approximately $15.5 billion was...more

5/6/2015 - Accounting Convertible Bonds Convertible Debt Derivatives Reporting Requirements Rule 144A SEC

2015 SEC Filing Deadlines for Companies With December 31, 2014 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2015. Companies also should be mindful of the 2015 financial statement "staleness" dates (when financial...more

10/8/2014 - Compliance Deadlines Filing Requirements SEC

"First-Half Activity Energizes US Capital Markets in 2014"

The U.S. equity and debt markets experienced a strong first half of the year. In the first quarter, the U.S. IPO market was the busiest since 2000, more than doubling the number of IPOs from the same period last year. ...more

6/28/2014 - Acquisitions Bonds Capital Markets Debt Securities Federal Reserve Interest Rates Investment Funds IPO JOBS Act Mergers Popular Private Equity Venture Capital

"The JOBS Act: The Resurgent IPO Market and What We Learned in Year Two"

Almost two years have passed since the Jumpstart Our Business Startups Act (the JOBS Act) was signed into law to ease regulatory burdens on smaller companies and facilitate public and private capital formation. The provisions...more

1/27/2014 - Dodd-Frank Emerging Growth Companies Financial Regulatory Reform FINRA Funding IPO JOBS Act Public Disclosure Sarbanes-Oxley SEC Startups

"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to...more

10/17/2013 - Canada Public Offerings SEC

"Corporate Finance Alert: Changing the Private Placement Playbook – General Solicitation and General Advertising Now Permitted for...

On September 23, 2013, new Securities and Exchange Commission rules took effect that: - Eliminate the prohibition against general solicitation and general advertising in private offerings made in reliance on Rule 506...more

10/15/2013 - Bad Actors General Solicitation Private Equity Private Offerings Regulation D Rule 506 Offerings Safe Harbors SEC Securities Act of 1933

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