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Shareholders Corporate Financing

Society of Corporate Compliance and Ethics...

Understanding the “G” in ESG: The critical role of compliance

Octavia Butler, a pioneering American writer, once wrote: “There is nothing new under the sun, but there are new suns.” Can this analogy also be applied to the concept of environmental, social, and governance (ESG)? While...more

Bennett Jones LLP

TSX Venture Exchange Launches "Sandbox" Initiative for Novel Listing Proposals

Bennett Jones LLP on

On May 13, 2024, the TSX Venture Exchange (TSXV) announced the launch of its "Sandbox" initiative that will aim to provide a formal and transparent forum for the TSXV to consider listing proposals from issuers that do not...more

Barnea Jaffa Lande & Co.

Intricacies of SAFEs (Simple Agreement for Future Equity)

Barnea Jaffa Lande & Co. on

A SAFE is designed to be short and straightforward. In essence, the investor provides cash now against a promise to receive shares in the future. The challenges of negotiating full transaction documents, including agreement...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Acquirer

Latham & Watkins LLP on

This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more

Morrison & Foerster LLP

SEC Proposes Rule Changes Addressing Proxy Advisory Firms and Shareholder Proposals

Morrison & Foerster LLP on

On November 5, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed two sets of rule amendments that, if adopted, would play a prominent role in guiding the manner in which companies, shareholders, and proxy...more

King & Spalding

Proxy Advisory Firms Issue 2019 Voting Guidelines

King & Spalding on

Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) recently issued updated proxy voting guidelines for the upcoming 2019 proxy season. Notable updates were issued by one or...more

Proskauer Rose LLP

Newly Proposed US Tax Regulations Open Possibility of Full Credit Support from Foreign Subsidiaries

Proskauer Rose LLP on

On October 31, 2018, the U.S. Treasury Department and the Internal Revenue Service (the "IRS") proposed new regulations under Section 956 of the Code (the "Proposed Regulations") that are likely to enhance the availability of...more

Moore & Van Allen PLLC

Proposed Treasury Regulations Impact “Deemed Dividend” Tax Rules in Financing Transactions

Moore & Van Allen PLLC on

Following tax reform at the end of 2017, cash dividends from a foreign corporate subsidiary to a domestic corporate 10 percent shareholder are exempt from U.S. income tax because the shareholder is permitted a...more

Holland & Knight LLP

U.S. Corporate Financing Transactions Facilitated by IRS Proposed Regulation

Holland & Knight LLP on

• The Internal Revenue Service has issued a proposed regulation that in many cases should eliminate the detrimental U.S. tax consequences to a U.S. corporation under Section 956 of the Internal Revenue Code when the...more

Latham & Watkins LLP

New Proposed Treasury Regulations May Eliminate Adverse Tax Consequences on Use of Foreign Credit Support for US Corporate...

Latham & Watkins LLP on

But Holding Period and Other Requirements Add Complexity - On October 31, 2018, the US Treasury and Internal Revenue Service issued proposed regulations (the Proposed Regulations) that would eliminate, in most...more

Katten Muchin Rosenman LLP

New Proposed Rules Limit the Negative Tax Consequences of Section 956 "Deemed Dividends" - Certain Foreign Guarantees and Stock...

On October 31, the Internal Revenue Service (IRS) released proposed regulations (the "Proposed Regulations") under Section 956 that could substantially increase the collateral packages made available by US corporate borrowers...more

Morrison & Foerster LLP

New Staff Guidance on Shareholder Proposals - October 2018

Morrison & Foerster LLP on

On October 23, 2018, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) released Staff Legal Bulletin No. 14J (“SLB 14J”) to provide new guidance on how the Staff...more

Morrison & Foerster LLP

Nasdaq 20% Rule on Private Issuances Revised to Relax the Market Value Test

Morrison & Foerster LLP on

The SEC has recently approved an amendment to Nasdaq Rule 5635(d), which became effective on September 26, 2018, that modifies the circumstances in which listed companies must receive shareholder approval before they can...more

Morrison & Foerster LLP

New Staff Guidance on Shareholder Proposals

On November 1, 2017, the Staff of the SEC’s Division of Corporation Finance released Staff Legal Bulletin No. 14I (“SLB 14I”), which provides new guidance on how the Staff will evaluate arguments for omission of a shareholder...more

WilmerHale

Legal Considerations in Pre-IPO Crossover Financings

WilmerHale on

An increasingly common financing strategy for companies expecting to conduct an initial public offering (IPO), particularly in the life sciences space, is to conduct a ‘‘crossover’’ financing shortly prior to the IPO....more

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