Privately Held Corporations

News & Analysis as of

New Legislation Modernizes Luxembourg Company Law

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

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

Liquidity in Private Companies

Traditionally, the management and investors of venture-backed companies would begin considering an exit for the company—an IPO or acquisition—as it entered the growth phase. Today, however, more and more companies...more

US Agencies Issue Joint Statement on New Accounting Standard on the Measurement of Credit Losses

The Federal Reserve Board, the US Federal Deposit Insurance Corporation, the US Office of the Comptroller of the Currency and the US National Credit Union Administration released a joint statement providing information about...more

Reducing the regulatory burden Changes to companies' statutory registers and filing requirements

On 30 June 2016, changes will be made to companies' record keeping and filing requirements which are aimed at reducing the regulatory burden. These include... Please see full Publication below for more information....more

The New UAE Companies Law

The UAE Cabinet recently approved a proposal by Sultan bin Saeed Al Mansouri, Minister of Economy, to extend the grace period for compliance with certain aspects of the new UAE Commercial Companies Law (Federal Law No. 2 of...more

New Law: Has Your PA Corporation Updated its Bylaws?

It is now almost one year since the Associations Transaction Act came into effect in Pennsylvania on July 1, 2015. It is a good time to ask the question: Has your Pennsylvania corporation updated its Bylaws? ...more

…And The Unicorn You Rode In On (Silicon Valley – Episode 26)

Alas, poor Erlich! We knew him; ‘a fellow of infinite jest, of most excellent fancy; he hath borne us on his back a thousand times; and now,’ as Jared poetically recounts, “Erlich’s Bachmanity boondoggle has led to his being...more

Blog: CDX Holdings Decision Spotlights the Treatment of Stock Options in a Merger

The treatment of outstanding stock options and other equity compensation awards is often a key element of a sale transaction. Because stock options can represent considerable value, how they are treated can have a...more

He Had A Vice President’s Title And The Company Identified Him As “Management”, But He Was No Officer

Delaware attorney Francis Pileggi recently wrote about a ruling in the Court of Chancery concerning Nevada’s private corporation law. The case, Eric Pulier v. Computer Sciences Corp., et al., C.A. No. 12005-CB, hearing (Del....more

What is the RAISE Act and How Useful will it be to Sellers of Private Company Shares?

With the enactment of the Jumpstart Our Business Startups (JOBS) Act of 2012, private companies have the ability to defer an IPO and SEC reporting, and remain private longer than at any time in the past. One result, however,...more

Growing Trend of Companies Staying Private Longer

On May 17, 2016, Fortune Magazine published an article by Geoff Colvin, “Take This Market and Shove It,” examining the growing trend of companies staying private rather than opting for an IPO. The article notes that while...more

Theranos, the SEC’s Pursuit of Unicorns, and Taking the Reins of Internal Controls

In the wake of a host of negative developments, Theranos Inc. is reportedly under investigation by the Department of Justice and the Securities and Exchange Commission. The SEC and DOJ inquiries are likely to focus on...more

FASB modifies accounting rules for stock-based compensation

The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. ...more

SEC Files Offering Fraud Action Centered on Warrants From Private Firm

The SEC filed another offering fraud action, a current staple of the agency. This scheme centered on two former executives of a privately held software manufacturer and a marketer who sold investors interests in various...more

The Entrepreneurs Report - Q1 2016

From the WSGR Database: Financing Trends for Q1 2016 - The first quarter of 2016 saw a continued slowdown in venture activity and correspondingly less favorable terms for venture-backed companies. The percentage of up...more

Federal Court of Appeal Clarifies Test for “De Facto Control”

In McGillivray Restaurant Ltd. v. R., the Federal Court of Appeal (FCA) recently provided welcome news to the Canadian tax community concerning the appropriate legal test for determining whether a person has “de facto...more

2016 NACD Private Company Governance Survey Results

The National Association of Corporate Directors (NACD) recently released its 2015-2016 NACD Private Company Governance Survey. In an article in the March 2016 edition of “Private Company Director” – a monthly publication...more

Securities Enforcement Alert: SEC Increases Scrutiny of “Unicorns” and Other Private Companies and Secondary Market Trading of...

In an unprecedented one-day blitz, the Chair of the Securities and Exchange Commission was joined by the SEC Enforcement Director in events in Silicon Valley and San Francisco on March 31 focused on one message: the SEC is...more

Chair White Addresses Pre-IPO Private Placements and Staying Private Longer

Speaking at Stanford, Chair White addressed a broad range of issues affecting the technology sector, including the decision on the part of many privately held companies to defer their IPOs, to rely on exempt offerings to...more

Russian Legislation Update

Corporate - On 29 December 2015 the President signed Federal Law No. 391-FZ amending the Basic Principles of Notary Activities, the LLC Law and a number of other laws. The amendments provide, among others, the...more

Supervisory “Concerns” with Shareholder Protection Arrangements

In December 2015 (following years of sporadic and seemingly random criticism) of shareholder protection arrangements, the Board of Governors of the Federal Reserve System issued guidance that the Federal Reserve “may” object...more

New York Expands Liability for Employee Claims for Unpaid Services Performed in New York to the Top 10 Shareholders of Privately...

Under a New York law in effect for decades, the top 10 shareholders of a privately held New York corporation can be held liable in certain circumstances for amounts owed to the corporation's employees. On January 19, 2016,...more

Highway Bill Contains Provisions Relevant to Start-ups and IPO Companies

Newly-enacted law would further facilitate trading in private company shares - Further streamlining of IPO process for Emerging Growth Companies - The recently-enacted highway bill, also known as the Fixing...more

Blog: Secondary Sales of Private Company Stock

In years past, a private company stockholder would have expected to wait until the company went public or was acquired to receive any return on investment. However, over the last several years, stockholders in many private...more

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