Corporate Financing

News & Analysis as of

Practice Pointers: Anticipating and Addressing SEC Comments on Non-GAAP Financial Measures - February 2017

The use of non-GAAP financial measures by public companies continues to be an area of growing concern for the Securities and Exchange Commission (“SEC”). Since the staff of the SEC’s Division of Corporation Finance (the...more

The Entrepreneurs Report: Private Company Financing Trends

Venture financing data shows that 2016 was an exceptionally strong year for early-stage valuations and amounts raised. Median pre-money valuations for 2016 Series A and Seed financings exceeded those of each of the past five...more

Luxembourg introduces new rules on intra-group financing companies

On 27 December 2016, the Luxembourg tax authorities published a new Circular (Circular L.I.R. 56/1 - 56bis/1) reshaping the rules for Luxembourg companies engaged in intra-group financing activities. Whilst the existing...more

New SEC No-Action Guidance on Proxy Access Bylaw Amendment Proposals

The SEC’s Division of Corporation Finance recently granted no-action relief to a company seeking to exclude shareholder-proposed amendments to the company’s proxy access bylaw provisions on the basis of substantial...more

How Corporate Venture Capital Differs

Earlier this year, Union Square Ventures Managing Partner Fred Wilson famously referred to corporate VCs as “The Devil”, when he asserted that companies should not be investing in other companies, that they should be buying...more

SEC Issues New C&DIs on Regulation A and Regulation D

On November 17, 2016, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued four new compliance and disclosure interpretations (“C&DIs”) addressing aspects of offerings under Regulation A and Regulation...more

SEC Division of Corporation Finance Update

At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more

SEC Issues C&DIs on Offsetting Filing Fees under Rule 457(p)

On November 9, 2016, the SEC’s Division of Corporation Finance issued revised Question 240.11 and new Questions 240.15 and 240.16 of its Compliance and Disclosure Interpretations (the “C&DIs”), pertaining to Securities Act...more

Silicon Valley Venture Capital Survey - Third Quarter 2016

We analyzed the terms of 149 venture financings closed in the third quarter of 2016 by companies headquartered in Silicon Valley. Overview of Results - The weakening in venture valuations that began in the second...more

The Entrepreneurs Report - Q3 2016

The third quarter of 2016 featured the reversal of several trends seen earlier in the year, most notably in pre-money valuations, which increased substantially for all rounds. The gain in pre-money valuations also drove a...more

Unitranche Financing – is it for you?

The use of unitranche financing creates opportunities for lenders and value for borrowers. There are some risks that lenders must understand in these structures....more

Everything is Negotiable, including Personal Guarantees

As many entrepreneurs and small business owners know, banks, landlords and investors will often require a personal guarantee. A personal guarantee allows the lender to reach your personal assets to satisfy a debt in the event...more

The Entrepreneurs Report - 1H 2016

Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval - Earlier this year, the investment firm T. Rowe Price adopted new voting policies that penalize companies with dual-class stock structures. They...more

Restructuring Liquidation Preferences

Job candidates may choose to work for a startup to help build something new, to work in an environment that fosters and rewards creativity, or to get the thrill of climbing aboard a “rocket ship.” New employees rarely, if...more

Mitigating Private Equity Investment Risk in the Oil Patch

Despite the current slump in oil prices, there has been a general uptick in private capital flowing into the oil patch. With the view that the worst is behind us and that prices have settled relatively, many of the biggest...more

Coming to a Hotel Near You: The Starwood-Marriott Merger

It seems fitting that Marriott’s upcoming acquisition of Starwood Hotels & Resorts (creating one of the largest hotel companies in the world) is anticipated to occur during the prime summer vacation season. The combined...more

Banks reflect on guarantees, rejoice on fees

National Australia Bank Ltd v Rose - On 21 July 2016, the Victorian Court of Appeal confirmed that a guarantee and indemnity provided by an individual was invalid on the basis that NAB had not complied with relevant...more

Brexit and Other Key Issues for CFOs and Corporate Treasurers

On June 23, 2016, the UK electorate voted to leave the European Union in an advisory Referendum. We expect the UK Government to commence negotiations to withdraw and to establish a framework for the UK’s new relationship with...more

Weekly Web Wrap-Up

Welcome to Sheppard Mullin’s Weekly Web Wrap-Up, a quick list of the past week’s top news in the social media, gaming, and virtual goods and currencies industries curated by Social Media & Games Team. Here are some of the...more

"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

"Proposed Treasury Regulations Revolutionize Tax Rules Governing Intercompany Financing Transactions"

Recently proposed Treasury regulations, which will likely be finalized this year, promise to alter the tax treatment of a wide range of intercompany financing transactions dramatically, upending nearly a century of law...more

Term Sheets and the Reimbursement of Due Diligence Costs

In today’s fast-paced lending environment, lenders often are required to order third-party reports and engage outside counsel prior to completing formal underwriting and issuing loan commitments. A non-binding term sheet is...more

Italian Floating Charge Over Movable Assets

Law Decree No. 59 of 3 May 2016 introduced a new and long-awaited security instrument in the Italian legal framework: a floating charge over movable assets. The new security called "pegno non possessorio" is meant to...more

Investing in renewable energy projects in Europe

Europe has seen a renewables surge in the last decade, with green power capacity doubling in the last five years alone. And this flood shows few signs of abating, with Europe1 set to welcome nearly 843 GW of additional...more

What impact will the PSC Register have on banking transactions?

On 6 April 2016 a new regime relating to "people with significant control" (the PSC Regime) came into effect. UK companies already subject to transparency and disclosure rules (through trading on a regulated market, for...more

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