News & Analysis as of

Going-Private Transactions Securities and Exchange Commission (SEC)

Morrison & Foerster LLP

Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of...more

Goodwin

Jury Acquits Tesla and Musk of Securities Fraud for 2018 Tweets Regarding Going Private

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On February 3, 2023, in the matter In re Tesla Inc. Securities Litigation, Case No. 3:18-cv-04865, a California federal jury cleared Tesla, Inc. (Tesla), and CEO Elon Musk of claims that they committed securities fraud,...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

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A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Robins Kaplan LLP

Financial Daily Dose 12.9.2020 | Top Story: DoorDash Makes Public Trading Debut North of $100/share

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DoorDash is entering the public markets fray today with hopes of “cash[ing] in on the frenzy in initial public offerings” of late. The food-delivery company is expected to price shares “at the high end of or above its...more

Morrison & Foerster LLP

Coming Home – Overview Of Going Private Transactions Of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. However, waves of the reverse...more

White and Williams LLP

Direct Listings: Capital Liquidity, Liability and D&O Insurance Coverage Considerations

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Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more

Mayer Brown Free Writings + Perspectives

SEC Increases Filing Fees for Fiscal Year 2020

The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. ...more

A&O Shearman

Tesla, Musk Settle Tweet-Related SEC Charges

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On September 27, 2018, the United States Securities and Exchange Commission (“SEC”) charged Elon Musk, the Chairman and CEO of Tesla, Inc., a publically-traded California-based technology company that specializes in electric...more

Burr & Forman

Tweet Suit

Burr & Forman on

So maybe it’s not such a good idea for a volatile, impulsive chief executive to use his personal Twitter account to announce major policy shifts. No, no – not that one....more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - September 2018

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Much has been written about what on earth Elon Musk was thinking when he tweeted last month: “Am considering taking Tesla private at $420. Funding secured.” The tweet led to a 9% spike in Tesla’s stock price and to a...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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So about that whole going private thing.  Change of plans for Elon & co. Here’s the inside scoop on the reversal...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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A lot of the furor over Elon Musk’s recent “going private” tweets has centered on whether he actually had the financial backing needed to pull it off.  The Times sets aside that initial inquiry to explore the why and how,...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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Today’s Muskdate is all about the SEC issuing a subpoena to Tesla as it continues its investigation into Elon’s August 7 Twitter post about the “funding secured” detail of his plans to take the company private....more

Cadwalader, Wickersham & Taft LLP

M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Robins Kaplan LLP

Your daily dose of financial news - The Brief – 7.26.16

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Private equity bigwig Lynn Tilton has reportedly hired appellate superstar Paul Clement (after Gibson Dunn got the boot) to represent her in her “bid to revive her challenge to the [SEC’s] in-house court at the Second...more

Dechert LLP

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

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Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

Mintz - Securities & Capital Markets...

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more

Katten Muchin Rosenman LLP

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more

Dorsey & Whitney LLP

Broken Windows Continues: SEC Brings Group of Actions Centered on Section 13(d)(2) Violations

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The “broken windows” approach to enforcement is alive, well and continuing. This time the Commission bundled together three groups of actions and eight proceedings, all centered on a failure to update disclosures tied to...more

Cooley LLP

Blog: SEC Enforcement Tries To Fix More “Broken Windows”

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On Friday, the SEC charged eight officers, directors and major shareholders for failing to update their Schedule 13D stock ownership reports to reflect material changes in connection with several going-private transactions. ...more

Perkins Coie

Revlon “Ring-Fencing” Settlement: Greater Risk Of SEC Enforcement Activity In Going Private Transactions?

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On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - June 7, 2013

In this issue: - SEC Issues FAQs on Conflict Minerals and Payments by Resource Extraction Issuers - Delaware Chancery Court Applies Business Judgment Rule to Going Private Transaction with Controlling...more

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