News & Analysis as of

Privately Held Corporations

The Entrepreneurs Report - Q1 2017

From the WSGR Database: Financing Trends for Q1 2017 - Up and Down Rounds by Quarter - Strong median pre-money valuations for late-stage financings accompanied a record-breaking $25.0 million median amount raised for...more

California Federal District Court Expands Securities Litigation Involving Private Companies by Holding that Indirect Purchasers of...

by Ropes & Gray LLP on

On April 18, 2017, a federal district court in California allowed indirect purchasers of stock in Theranos, a privately held company, to proceed with their lawsuit asserting securities violations under California law. This...more

Should you take your startup public? Examining trends and alternatives

by Dentons on

As young businesses grow, they often face two key concerns – financing and revenue stability. One way of securing financing and pursuing stability is going public. An Initial Public Offering (IPO) has historically been seen...more

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

Stamp duty changes for all share transfers - including listed companies?

by Dentons on

On 10 March 2017, an urgent bill was passed, with all three readings done in a single Parliament sitting on the same day. A joint press release (the Press Release) was released on the same day by the Ministry of National...more

New Administrative Penalties Against Individuals and Private Companies as Part of Mexico's Fight Against Corruption

by White & Case LLP on

On July 19, 2017, Mexico's new General Law on Administrative Accountability will take effect, imposing serious penalties on individuals and private companies that violate it, and requiring companies to adopt and implement...more

Senate Banking Committee Focused on Deregulation

by Dorsey & Whitney LLP on

On March 9, 2017, the Senate Banking Committee passed a series of four bills focused on deregulation, including one that would make it easier for privately held companies to issue stock awards through equity compensation...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

Executive Compensation Alert: IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock Transfers

by Fenwick & West LLP on

This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more

Diversifying the Boardroom: Mary Quazzo Discusses the Chief Legal Officer’s Role

by Farella Braun + Martel LLP on

Mary Quazzo is a governance guru. She is the vice president, principal counsel, and secretary for Bechtel Group, Inc., and has served in-house at Bechtel for the past 27 years. Bechtel is not only one of the largest and most...more

Consultation Begins Over Possible UK Corporate Governance Reform

by Dechert LLP on

The Department for Business, Energy & Industrial Strategy (BEIS) has recently published a Green Paper on options for future corporate governance reform. The Government’s stated objective is to put in place “the right checks...more

Steep Fines for Company With Compliance Problems, but Recognition of Remediation Efforts May Provide Model Going Forward

After a series of compliance failures leading to the resignation of company’s CEO, the privately-held health care brokerage company Zenefits was just hit with a $7 million dollar settlement by the California Department of...more

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

by Snell & Wilmer on

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

An Ounce of Prevention - Strategic Outside General Counsel Solutions

by Snell & Wilmer on

All businesses (big and small) face legal issues every day ranging from the urgent (a lawsuit was just filed against the company), to the routine (a customer marked-up our form contract), to the mundane (where do we put our...more

Tentative Decision Favors Private Utility Company in Takeover Bid

by Nossaman LLP on

One of the hot issues in eminent domain these days involves the government’s efforts to take over privately-run utility companies. The argument typically is that the government — which has no profit-making motive — can run...more

Blog: Corp Fin Issues New And Revised CDIs On Rule 701 And Rule 144(D)

by Cooley LLP on

More new and revised CDIs from Corp Fin today. This time, the CDIs address Rule 701 and the Rule 144(d) holding period. Rule 701 — Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit...more

It’s Hunting Season. For Unicorns? Lawsuit Against Theranos Signals Trend In Investors Going After Late-Stage Start-ups

Last week brought more bad news for private blood testing company Theranos Inc., as San Francisco-based Partner Fund Management L.P. (“PFM”) launched a suit claiming that it was duped into making a $96.1 million investment in...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

by King & Spalding on

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

Asia Pacific Restructuring & Insolvency Guide: Hong Kong

by White & Case LLP on

This is the Hong Kong chapter of the second edition of the White & Case Asia Pacific Restructuring and Insolvency Guide... ..Introduction - On 1 July 1997, Hong Kong became a Special Administrative Region of the...more

New Regulation issued governing non-Jordanian Investment

by Dentons on

Regulation No. 77 of 2016 governing non-Jordanian Investment (the Regulation) has been published in the Official Gazette on 16/6/2016. The Regulation offers significant changes as compared with the old regulation, which...more

Developments in SEC Private Company Enforcement: Sophisticated VC’s in the Role of Victim

The announcement that San Francisco private company Hampton Creek faces an SEC inquiry related to their alleged “buyback” program of vegan mayo comes as no shock... As soon as the facts were initially reported it seemed only...more

Increase in Funding to Med Device Startups

Despite a drop in the second quarter of 2016, medical device funding is expected to finish stronger this year than in 2015. CB Insights has released a report on the funding and deal activity within the medical device...more

Private Company Employee Stock Sales Highlight Hidden Dangers of Compliance Failures

We noted with interest the latest moves by some Bay Area tech giants to permit their employees to sell restricted stock to help them realize the stock value as part of their compensation: See New York Times reporting here. ...more

New Legislation Modernizes Luxembourg Company Law

by Dechert LLP on

The Luxembourg Parliament adopted two new laws on 18 July 2016 (the “New Laws”), which update key features of some of Luxembourg’s long-established and most frequently used corporate structures and introduce new structures....more

Laws and Legal Reforms against Corruption Are Approved

by White & Case LLP on

Derived from the historic constitutional reform which created the National Anticorruption System (“SNA”) in May 2015, the Mexican Congress approved a group of laws that comprises the legal framework that will make effective...more

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