News & Analysis as of

Investors Liquidation

Seward & Kissel LLP

Put Me in Coach, Token Settlement, Insurance Policy, and Parting Seas

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Bus Carrier Coach USA Goes Bankrupt After Ridership Drops | Bloomberg - Bus carrier and owner of the Megabus brand and commuter bus lines connecting New York and New Jersey, Coach USA filed for Chapter 11 bankruptcy in...more

Arnall Golden Gregory LLP

Restructuring Roundup - March 2024

AGG’s Restructuring Roundup newsletter is a monthly update of legal issues and news affecting or related to commercial litigation and bankruptcy. The newsletter is a curation of published articles and news, and contains...more

Wyrick Robbins Yates & Ponton LLP

What is Liquidation Preference?

​In a venture capital deal, a liquidation preference refers to the payout investors receive in a liquidation event (like a sale or merger) prior to any payments made to the common stockholders. Venture capital investors...more

Woodruff Sawyer

SPAC Litigation Mid-Year Update: Delaware Opens the Gates

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With SPAC IPOs virtually gone but SPAC mergers (aka de-SPACs) continuing at a steady pace since the beginning of the year, the questions around getting a deal done boil down to the following: How and where can companies get...more

Rivkin Radler LLP

Some Observations On Recent Conversions of Partnerships to “C” Corporations

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Decisions- It is often the case that the optimal form of legal entity through which a business should operate, at least for income tax purposes, will depend in part upon the stage of its life cycle in which the business...more

Rivkin Radler LLP

Indirectly Held Profits Interests and Rev. Proc. 93-27

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At war with Russia in eastern Europe, a nascent competing world order, mass shootings and bank failures at home, questionable audit practices by the Big 4 . . . everywhere, debt ceilings and the risk of default, inflation,...more

Winstead PC

[Virtual Half-Day Seminar] Real Estate Startup - April 18th, 9:00 am - 12:15 pm CST

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On April 18, join Winstead attorneys Trip Dyer, Ben Gehlbach, Daniel Bell-Garcia, Jacob Loehr, Matt Dzura, and Cole Gearhart, along with Whitley Penn Partner Shea Krachek, for our Real Estate Startup half-day virtual seminar....more

Goodwin

Structuring for Success: Growth Equity Investors Adapt to Adjusting Valuations and a Tougher Economic Environment

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There has been no shortage of LP allocations to the growth equity asset class over the last decade. The attractiveness of growth equity’s risk-return profile - occupying the space between VC and PE buyouts - and its exposure...more

Rivkin Radler LLP

An S Corporation’s Sale of Real Property Following the Death of Its Shareholder

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Don’t Do It- There are certain generally accepted “dos and don’ts” of which almost every investor is certainly aware. For example, do not put all your eggs in one basket; if an investment seems too good to be true, stay...more

Rivkin Radler LLP

Disposing Of Assets Under The Ways and Means Committee’s Proposals

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First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more

Rivkin Radler LLP

Capital vs Ordinary Loss When An Investment Goes South

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Capital Loss- If the amount realized by a taxpayer upon the sale of a partnership interest to a third party is insufficient to restore to the taxpayer their adjusted basis for the interest – i.e., their unrecovered...more

Goodwin

What You Need To Know About Negotiating A Venture Term Sheet

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For any founder, whether a first-timer or a serial entrepreneur, it’s an exciting moment when you receive a term sheet from a venture capital fund for your company’s first preferred stock financing round. Excitement aside,...more

Fenwick & West LLP

Convertible Debt Terms - Survey of Market Trends - 2019/2020

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The convertible debt market has remained remarkably stable over the last 15 months, despite considerable economic uncertainty related to the COVID-19 pandemic. Fenwick’s latest Convertible Debt Terms – Survey of Market Trends...more

Fenwick & West LLP

Liquidation Preference Overhang, Shadow Preferred Stock De-Mystified

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In the past few years promissory notes and SAFEs have become an increasingly popular way to fund early-stage companies. Fenwick completes hundreds of these types of financings for its clients each year and we recently...more

Dechert LLP

Second Circuit Finds that Section 47(b) Provides for Private Right of Action, Raising New Implications and Considerations for...

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The U.S. Court of Appeals for the Second Circuit, in disagreeing with the Courts of Appeals for the Third and Ninth Circuits, ruled on August 5, 2019 in Oxford University Bank v. Lansuppe Feeder, Inc. that a private right of...more

Fenwick & West LLP

Silicon Valley Venture Capital Survey – Fourth Quarter 2018 - First Look

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Background – We analyzed the terms of 234 venture financings closed in the fourth quarter of 2018 by companies headquartered in Silicon Valley. We found that valuation results are at three-year highs, with the software...more

Vedder Price

Investment Services Regulatory Update - July 2018

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New Rules, Proposed Rules, Guidance and Alerts - PROPOSED RULES - SEC Proposes New Rule to Permit Certain ETFs to Operate Without an Exemptive Order - On June 28, 2018, the SEC issued a proposed new rule under the...more

Foley & Lardner LLP

Common Misconceptions Regarding Preferred Stock Create Risk of Costly Mistakes

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Preferred stock is commonly used for venture capital and private equity investments. It gives the investor the ability to convert to common stock if the deal succeeds, and also includes protection of the liquidation...more

Fenwick & West LLP

Silicon Valley Venture Capital Survey - Second Quarter 2018

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We analyzed the terms of 225 venture financings closed in the second quarter of 2018 by companies headquartered in Silicon Valley. Overview of Fenwick & West Results - Valuation results continued to be strong in Q2...more

Akin Gump Strauss Hauer & Feld LLP

The Quick (But Not Dirty) Issue No. 2: Deficit Restoration Obligation

A Basic Guide to Renewable Energy Market and Energy Tax Basics - So What’s the Quick (But Not Dirty)? A Deficit Restoration Obligation (DRO) is an obligation by a partner in a partnership to restore a negative balance...more

Morgan Lewis

Corporate Venture Capital Survey: Q1 2017

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During the first quarter of 2017, corporate venture capital (CVC) programs at major companies continued to make significant investments in promising startups and late-stage enterprises. In this survey, we briefly review...more

Farrell Fritz, P.C.

Sellout: Why Control is Key in the Sale of VC-Backed Companies

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Every founder of a growth startup dreams of a big, successful exit — a sale of the company for millions of dollars. But that dream could be shattered if the investors are able to cause the company to be sold prematurely with...more

A&O Shearman

Grant of Security May Be Avoided as a Transaction at an Undervalue?

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The recent case of Encus International Pte Ltd v Tenacious Investment Pte Ltd & Ors [2016] SGHC 50 (Singapore, High Court, 31 March 2016) has implications for lenders which are especially pertinent in the face of the current...more

Foley & Lardner LLP

What Is a Subprime Unicorn?

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Christopher Mims had an article in the Wall Street Journal recently titled “The Dangers Ahead if Tech Unicorns Get Gored.” In his article, Mr. Mims discusses the potential collateral damage of a failed unicorn. The article is...more

Dorsey & Whitney LLP

SEC Efforts To Compel SIPIC Coverage For Stanford Victims Rejected

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The D.C. Circuit rejected efforts by the SEC to compel the Securities Investor Protection Corporation to liquidate a broker-dealer that was part of the Stanford Ponzi scheme empire. The investors had purchased CDs from an...more

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