News & Analysis as of

Corporate Financing

FINRA Proposes Broad Range of Amendments to Corporate Financing Rule

by Shearman & Sterling LLP on

On April 12, 2017, the US Financial Industry Regulatory Authority, Inc. (“FINRA”) published proposed amendments to FINRA Rule 5110, which regulates the terms and arrangements of securities underwriting conducted by FINRA...more

SEC Issues New C&DI on Intrastate Offerings under New Rule 147A

On April 19, 2017, the staff of the SEC’s Division of Corporation Finance issued a new compliance and disclosure interpretation (“C&DI”) addressing intrastate offerings pursuant to new Securities Act Rule 147A. The C&DI...more

Hail, Hail Freedonia: Frequently Asked Questions About SEC Registration on Schedule B by Foreign Governments

by Latham & Watkins LLP on

Non-US sovereigns can take advantage of a streamlined registration process to obtain financing in the US capital markets. Key Points: ..SEC registration offers certain advantages that non-US sovereign issuers...more

The Growth of European Covenant Lite

by Latham & Watkins LLP on

In 2016, global sponsors and their advisers were successful in continuing to export their experiences from financing transactions in the US leveraged loan and global bond markets to the European leveraged loan market, and...more

The SEC and the Conflict Minerals Rule: What You Need to Know about the Latest Developments

It is clear that Michael Piwowar, Acting Chairman of the Securities Exchange Commission (“SEC”) is not a fan of the conflict minerals rule. Earlier this month, the Acting Chairman and the Division of Corporation Finance...more

Financial Services Weekly News - April 2017 #3

by Goodwin on

Editor's Note - Cross River Bank Takes on Colorado in True Lender Action. This past January, the Administrator of Colorado’s Uniform Consumer Credit Code filed a court action against Marlette Funding LLC (Marlette),...more

Know Your Limits: Understanding Your Term Sheet’s Exclusivity Provision

by WilmerHale on

Hollywood’s exclusive parties include only the hottest A-listers. Exclusive sales are advertised only to a boutique’s biggest spenders. The startup world has its own take on exclusivity: Investors and buyers routinely insert...more

Bond Issues

by White & Case LLP on

France’s draft Ordinance and Decree of 30 January 2017 for improving the development of French law-governed bond issues The capital markets’ share of corporate financing, and of the economy in general, is growing year on...more

European Securities and Markets Authority Publishes Research Report on EU Securities Financing Transactions and Haircuts

by Shearman & Sterling LLP on

The European Securities and Markets Authority has published a research Report on securities financing transactions in the European Union and the use of collateral haircuts by firms. The purpose of ESMA's research is to...more

Hotel Lawyer: Where is the hospitality industry headed in 2017?

The Lodging Industry Investment Council (LIIC) met in Los Angeles during the American Lodging Investment Summit 2017 and our friends from Hotel News Now (HNN) were on the scene. Some of us were asked by HNN for our take...more

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

by Morrison & Foerster LLP on

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

by DLA Piper on

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

by Goodwin on

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

by Farrell Fritz, P.C. on

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

by Fenwick & West LLP on

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?

by Murtha Cullina on

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

by Bryan Cave on

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

by WilmerHale on

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

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