Issuing convertible notes has long been an attractive capital-raising option for public companies. At its most basic essence, a convertible note is a debt instrument that pays interest and principal, but also carries the...more
We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more
On August 16, 2023, the Federal Trade Commission took action to resolve its antitrust concerns associated with a proposed transaction between EQT Corporation (EQT) and private equity firm QEP Partners, LP (Quantum) pursuant...more
In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more
Delaware legislature is considering proposed amendments to Section 242 of the Delaware General Corporation Law that would help address the challenges dual-share class companies have been facing in the wake of Garfield v....more
In the early morning hours of Monday, May 1, 2023, the California Department of Financial Protection and Innovation closed First Republic Bank (“FRB”) and appointed the Federal Deposit Insurance Corporation (“FDIC”) receiver...more
Startup company employees, many in the tech world, need to be aware of a model that financiers and insiders of (typically Delaware) business corporations use to misappropriate contributions employees have made, in the form of...more
In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more
What happened - A recent Delaware chancery court decision has called into question consolidated voting on charter amendments by some companies with multiple classes of common stock. In Garfield v. Boxed, Inc., the court...more
MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller. A special committee will likely satisfy the duty of care...more
In re Stream TV Networks, Inc. Omnibus Agreement Litig., C.A. No. 2020-0776-JTL (Del. Ch. Oct. 3, 2022) - Court of Chancery Rule 70 speaks to the Court’s discretion in fashioning sanctions for failure to comply with a...more
In Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. Jan. 10, 2022), the Delaware Court of Chancery held that transfer restrictions restricting trade of stock “outstanding immediately” after a de-SPAC merger...more
District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more
Effective October 2, 2020, the Small Business Administration (“SBA”) issued an SBA Procedural Notice: Paycheck Protection Program Loans and Changes of Ownership; and on October 26, 2021, the SBA issued SBA Procedural Notice...more
The U.S. District Court for the Central District of California held on January 7, 2022 that the federal securities laws do not apply to U.S. transactions in unlisted, unsponsored American Depositary Receipts (“ADRs”) for a...more
In Adar Bays, LLC v. GeneSYS ID, Inc., the New York Court of Appeals (the “Court”) held that the conversion price in a convertible option could be classified as interest thereby potentially falling under the territory of New...more
In yet another chapter in the tortured saga of the fallout from the failed 2007 leveraged buyout ("LBO") of media giant The Tribune Co. ("Tribune") in a transaction orchestrated by real-estate mogul Sam Zell, the U.S. Court...more
An employee stock ownership plan (ESOP) is a type of tax-qualified retirement plan. ESOPs are designed to invest primarily in qualifying employer securities, as defined in applicable tax rules....more
Bioventus recently announced that its shareholders approved its agreement to acquire Misonix. Bioventus agrees to pay Misonix shareholders either 1.6839 shares of Bioventus class A common stock or $28.00 for each share of...more
Over the last several years, an increasing number of asset managers have evaluated the potential benefits of including a business development company (BDC) as part of a diversified credit platform. A BDC is a hybrid of an...more
As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock". Common shares are shares that have no preference over other shares with respect to...more
Surprisingly, the California General Corporation Law uses the term "common stock" as opposed to "common stock" in only a single statute. Section 159 of the California Corporations Code defines "common shares" as "shares...more
When someone releases another from claims, he is relinquishing his right to sue in connection with the subject of the release. So long as it is not procured by fraud, New York courts will generally enforce broad general...more
The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more
California's General Corporation Law refers to "common shares" rather than "common stock". What makes shares shares "common shares"? Section 159 defines "common shares" as "shares which have no preference over any other...more