Privately Held Corporations

News & Analysis as of

Are You A US Private Company Looking For Capital? Regulation A+ May Be Your Answer.

The amended Regulation A became effective on June 19, 2015, and the SEC has recently provided helpful guidance about it. On June 18, 2015, the SEC made available “Amendments to Regulation A: A Small Entity Compliance Guide”...more

A+ for Raising New Capital

Access to capital for private companies just became easier and most likely cheaper. The U.S. Securities and Exchange Commission’s amendments to Reg A under the Securities Act of 1933 went into effect on June 19, 2015....more

Bonds and Sukuk Issuances under the New UAE Commercial Companies Law

The long anticipated UAE Federal Commercial Companies Law no. 2 of 2015 (the “New Companies Law”) was issued on 25 March 2015 and will be in force by 1 July 2015 to replace the existing UAE Federal Commercial Companies Law...more

Value of Independent Directors for the Family Corporation

In the wake of the financial scandals of the early 2000s, a push was made to increase the number of independent directors on public company boards. Most public companies are required to have a majority of independent...more

Employment Law Commentary, May 2015 - Volume 27, Issue 5

In This Issue: - SECURITY SCREENINGS: WORKERS MAY HAVE TO WAIT BUT THEY DON’T HAVE TO BE PAID UNDER THE FLSA - New German law on gender quotas for executive positions in private companies enters into force -...more

SEC Releases Agenda For Upcoming Advisory Committee Meeting

On May 28, the SEC released the agenda for its upcoming Advisory Committee on Small and Emerging Companies meeting, which is scheduled to occur on June 3. The meeting will focus on public company disclosure effectiveness,...more

Intact Vascular raises $39M in venture capital funding to further develop its Tack Endovascular System

Intact Vascular, Inc. is a Wayne, Pennsylvania-based developer of medical devices for treating patients with peripheral artery disease. According to its website, the privately-held company primarily develops minimally...more

Guide To Doing Business in Australia: Company Law (Updated)

COMPANY LAW - Some general matters relating to company law in Australia are discussed below. REGULATORY SCHEME - The Corporations Act principally regulates companies, their incorporation, the acquisition of...more

The Entrepreneurs Report - Q1 2015

In This Issue: - From the WSGR Database: Financing Trends for Q1 2015 - Price and Preference: Part 2 - Haves and Have Nots in Venture Financings - Excerpt from Price and Preference: Part...more

New Irish Companies Act 2014 Brings Changes to Private Irish Companies in June 2015

On 1 June 2015, Ireland’s new Companies Act 2014 (Act) will come into effect. The Act repeals and consolidates a total of 32 existing enactments relating to Irish company law into a single statute. It represents the largest...more

Justice Department Provides Cybersecurity Guidance

In late April, the Department of Justice’s Cybersecurity Unit provided a set of voluntary best practices for companies faced with the prospect of data breaches. The DOJ’s best practices were expressly developed with smaller...more

The New "Reg A+" Opens Doors For Private Companies To Raise Capital

On March 25, 2015, the Securities and Exchange Commission approved the final rules to adopt amendments to Regulation A, which will go into effect 60 days after the rules are published in the Federal Register....more

SEC Creates New Financing Opportunity

Chairwoman Mary Jo White recently presided over an open meeting of the U.S. Securities and Exchange Commission at which the Commission followed the recommendation of the Division of Corporation Finance to adopt final rules...more

Changing the Status Quo with Extended Option Programs

As technology companies find themselves pushing back IPO timelines and staying private for longer periods of time, they continue to aggressively compete for talent, often against public companies like Google and Facebook. ...more

Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Mar. 12, 2015) (Laster, V.C.)

In this letter opinion, the Court of Chancery declined to enter a form of stipulated order that proposed providing notice to purported class members and a hearing on plaintiffs’ motion for attorneys’ fees and expenses prior...more

Private Company Valuations are Not Comparable to Public Company Valuations

There has been a great deal written about the growing number of venture backed companies with billion-dollar valuations. While valuations are clearly high discussions about venture valuations can be misleading, because the...more

Blog: Senate Bill Introduced To Raise Rule 701 Disclosure Threshold

Senators Pat Toomey (R., PA) and Mark Warner (D., VA) have introduced Senate Bill 576, the ‘‘Encouraging Employee Ownership Act.’’ The bill would require the SEC, within 60 days after enactment, to raise the threshold in...more

The Great Pumpkin and the Alternative Universe

For Halloween last year, I wrote a blog post where I derided Linus and his forlorn quest to have his pumpkin patch named the most sincere by the Great Pumpkin. In response I received this rather terse message from my...more

Delaware Chancery Court Applies M&F Worldwide Six-Factor Test in Private Company Freeze-Out Merger and Grants Motion to Dismiss...

In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a...more

United States: U.S. Supreme Court Dramatically Expands Whistleblower Law

On March 4, 2014, the U.S. Supreme court in Lawson v. FMR, LLC, 134 S.Ct. 1158, held in a 6-3 decision that employees of a private company that is a contractor or subcontractor of public company are entitled to whistleblower...more

What?? The Target Company Does Not Own its IP!?

We have been working on a number of private company mergers and acquisitions transactions this year where the technology and the intellectual property of the target company (the “Target”) are the key value drivers for the...more

The Whistle Blower Provisions of Sarbanes-Oxley Extends to Employees of Privately Held Companies Under Some Circumstances

In a decision that expands considerably the number of employees covered by the whistle-blower provisions of the Sarbanes-Oxley Act, the United States Supreme Court ruled earlier this month in Lawson v. FMR LLC that two former...more

Supreme Court Expands Scope of Sarbanes-Oxley Whistleblower Protections

The Issue: My company is not publicly traded, but provides services to companies that are. Do Sarbanes-Oxley whistleblower protections extend to our employees? The Solution: Yes. Analysis: Enacted in the wake of...more

Supreme Court Expands Sarbanes-Oxley Whistleblower Protection to Employees of Private Companies

In 2002, after corporate fraud at Enron led to the company's collapse, Congress passed the Sarbanes-Oxley Act (SOX). Under SOX's main whistleblower protection provision, an employee of a publicly traded company who claims...more

Dissenter Rights Create Trend of Investors Driving Higher Prices and Gaining Interest

Two recent high-profile shareholder rights cases in the Delaware Chancery Court have received a lot of attention due to the money that is at stake and the individuals in the disputes. These two cases, along with several other...more

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