Venture Capital Trends: East Meets West – Lewis Geffen, Co-chair, Venture Capital Practice
Join Vinson & Elkins REIT and Real Estate partners, Brent Abbott, Executive Vice President, Head of Investments, Real Estate Division at Pacolet-Milliken, and Anthony Scavo, Chief Operating Officer at Basis Industrial, as...more
In the world of early stage investing, there exists a range of structures from the most founder friendly to the most investor friendly. The most investor-friendly structure involves some type of a priced round in which...more
With 2023 marking a significant global market slowdown, many IPO candidates have suspended or postponed their plan. Only six initial public offerings (IPOs) have been successful in France in 2023, raising a total of about...more
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
Here we present a concise summary of significant cases and developments in company litigation in Hong Kong in 2023. Highlights include: 1. Subject company's participation in unfair prejudice proceedings: The Court once...more
I previously wrote that one of the most difficult periods in the lifecycle of a closely held business is the period following the death of an owner, due to the tension between the remaining owners wishing to continue the...more
In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more
When a minority shareholder petitions for dissolution of a corporation on the grounds of oppressive or illegal conduct (see BCL 1104-a), Section 1118 of New York’s Business Corporation Law allows the corporation or any other...more
Those in the subscription credit market will likely be familiar with traditional collateral arrangements over the capital call rights of Cayman funds formed as exempted limited partnerships (ELPs). Recently, however, we have...more
When is a loan not a loan? When it’s something else – for example, equity. This is one of those pesky facts and circumstances issues that plague courts, taxpayers, and tax advisers to no end. Debt- On one end of the...more
Plain vanilla preferred corporate stock has two significant consequences for federal income tax purposes. Ownership of plain vanilla preferred stock is not included in measuring owner shifts of loss corporations under Section...more
In recent years, hotel sponsors and developers have increasingly turned to alternative capital sources, like preferred equity, to finance and reposition their existing assets and fund new acquisition and development...more
As the universe of asset-based and hybrid facilities continues to expand, fund finance lenders are increasingly encountering pledges of equity interests issued by funds or SPVs domiciled in popular jurisdictions outside of...more
Cont’l Investors Fund LLC v. TradingScreen, Inc., C.A. No. 10164-VCL (Del. Ch. July 23, 2021) - A holder of preferred stock often possesses redemption rights that permit the stockholder to require a company to repurchase...more
Over the past 18 months, as we have previously discussed, use by private equity funds of both NAV loans and preferred equity solutions has increased. For our purposes, NAV loans are loans to private equity funds that are...more
In Haworth v HMRC the Supreme Court (SC) upheld the Court of Appeal’s (CA’s) decision to quash a follower notice (FN) and accelerated payment notice (APN) issued to the taxpayer, Mr Haworth. An FN can be issued by HMRC where...more
In the regular corporate world, the capital structure of a company usually means the ratio between the company’s equity (money the company’s owners invested in it) and debt capital (external funding injected into the company...more
In connection with an M&A transaction, in In Re Pattern Energy Group Inc. Stockholders Litigation the Delaware Court of Chancery determined that that the plaintiff had stated a claim against the director defendants for breach...more
This past June, autonomous vehicle technology startup Zoox agreed to be acquired by Amazon for a whopping $1.3 billion. Time for the common stockholders to pop the champagne, right? Not exactly, according to a complaint...more
On August 14, 2020, United States District Judge Katherine Polk Failla of the United States District Court for the Southern District of New York granted in part and denied in part a motion to dismiss a putative securities...more
In January 2020, Senator Julia Salazar and Assembly Member Harvey Epstein introduced a bill (S7231/A09041) in the New York State Legislature proposing to charge a recording tax (similar to the mortgage tax) on mezzanine debt...more
The Seventh Circuit confronts “objector blackmail” and limits the extraction of “rents from the litigation process simply by showing up and objecting to consummation of the settlement.”...more
Never one to let a competitor’s misfortune pass by without looking for an opportunity, Facebook’s Instagram is hoping to capitalize on TikTok’s questionable U.S. status by launching Reels, a new feature that allows users to...more
Under Delaware law, indirect controllers of a Delaware limited liability company (“LLC”) can owe limited fiduciary duties to the LLC and its members if they exert control over the LLC’s assets, unless those duties are clearly...more
Some issuers have suspended dividend payments on outstanding preferred stock as a result of COVID-19 pandemic-related economic concerns. In order to remain eligible to use a Form S-3 registration statement, among other...more