Equity Investors

News & Analysis as of

An Invitation to Investors Risks Losing Control of Your Business

Cleve and I recently discussed how a business owner’s divorce might result in losing control of the business. While loss of business control by marital divorce is a real threat, many business owners lose their companies...more

New SEC Guidance Adds Flexibility to BDC Co-Investing

The U.S. Securities and Exchange Commission (SEC) Division of Investment Management (the Division) just published guidance that will permit business development companies (BDCs) to co-invest with certain persons considered...more

Thanksgiving-Eve Delaware Chancery Court Decision Refuses to Dismiss Fraud-Based Claims Against Private Equity Investors and...

On Thanksgiving Eve the Delaware Chancery Court issued a detailed opinion sure to be of significance to all parties involved in M&A transactions, particularly in the private equity space. In Great Hill Equity Partners IV, LP...more

Leading Private Equity Investment Themes Topic of Second Annual Health Care Investors Summit

With a keynote speech by Tenet Vice Chair Keith Pitts, and three panel discussions lead by investor representatives from Thomas Lee Partners, Riverside Partners, Nautic, and Welch Carson as well as provider and payer speakers...more

SEC Scrutiny of Crowdinvesting Sites Not Registered as Broker-Dealers

On November 10, 2014, the SEC announced a settlement with Eureeca Capital SPC, which is a crowdinvesting portal incorporated in the Cayman Islands. Eureeca’s website seeks to match foreign-based issuers with investors...more

IRS Releases New Guidance on Beginning of Construction

The IRS recently released Notice 2014-46 (the Notice) which provides welcome guidance to tax equity investors and developers on the construction of wind, geothermal, biomass, landfill gas and certain hydropower and marine...more

Equity Capital Markets: New ABI Transaction Guidelines

The Association of British Insurers (“ABI”) has published guidance on the expectations and views of ABI members on various aspects of equity capital market transactions. The guidance is split into three sections, ‘Initial...more

Preservation of affordable housing using conventional equity

Since the introduction of the Low Income Housing Tax Credit program in 1986, the majority of commercial equity investors in affordable housing projects have been those seeking tax credits in return for their equity...more

Treasury Announces New Markets Tax Credit Awards

The U.S. Treasury Department has announced its award of $3.5 billion of New Markets Tax Credit (NMTC) allocations to 87 Community Development Entities (CDEs) across the country. The allocations will generate $1.365 billion of...more

Joining The Main Market: A field guide for applicants to the Main Market

1 WHAT ARE THE BENEFITS OF JOINING THE MAIN MARKET? - Access to capital – Joining the Main Market will provide the company with access to a wide institutional and retail shareholder base and a deep pool of capital,...more

Reward v. Risk - Advantages and Disadvantages of Courting Strategic Investors.

Venture-backed companies often have the opportunity to accept an investment from a strategic investor. These opportunities typically come in later financing rounds after the company already has one or more venture capital...more

Mandatory Retirement in Professional Services Firms

On May 22, 2014, the Supreme Court of Canada released its decision in McCormick v Fasken Martineau DuMoulin LLP. The Court found that John McCormick, an equity partner in Faskens, was not an employee for the purposes of the...more

IRS Issues Important Historic Rehabilitation Tax Credit Guidance

Background - On December 30, 2013, the Internal Revenue Service issued its long-awaited historic rehabilitation tax credit guidance in the form of a Revenue Procedure that outlines a safe harbor for allocations of the...more

The Ninth Circuit Recharacterizes Recharacterization Jurisprudence

The Ninth Circuit in In re Fitness Holdings Int’l, 2013 U.S. App. LEXIS 8729 (9th Cir. April 30, 2013) recently reversed precedent and established that bankruptcy courts in the Ninth Circuit have the power to determine...more

Lenders Beware: Debt Can Now Be Recharacterized as Equity in the Ninth Circuit

For the last 27 years, bankruptcy courts in the Ninth Circuit consistently held that debt could not be recharacterized as equity unless the movant proved inequitable conduct by the debt holder. On April 30, 2013, the Ninth...more

For Private Equity Investors, Section 1202 May Be Worth Another Look

Included in the American Taxpayer Relief Act of 2012 (ATRA) are provisions that extended some of the more significant benefits of Internal Revenue Code Section 1202, the Code provision that permits eligible noncorporate...more

Seventh Circuit Reaffirms Absolute-Priority Rule in In re Castleton Plaza, LP

Can an equity investor who directs an insider to contribute "new value" to a debtor under a plan of reorganization, so as to retain his interest in the company, avoid an express market test for that new equity? The answer to...more

Rogers Towers: Insiders as Equity Investors: Competition Protects Lenders from Absolute Priority Rule Circumvention

Under the absolute-priority rule, unpaid creditors normally receive the equity in a reorganized business. If a plan of reorganization proposes a “new value” investment in exchange for equity, however, the rule does not...more

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