WORD OF THE DAY® for Hedge Funds – Accelerated Share Repurchase
This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more
In the November edition of our Public Company Watch, we cover key issues impacting public companies, including how to prepare for the 2024 10-K season; the SEC announcing a new intake system for Rule 14a-8 submissions; the...more
Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...more
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to Rules and Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) to add disclosure requirements relating...more
Increased equity market volatility provides issuers with opportunities to repurchase shares at attractive prices. At the same time, issuers must consider how recent changes to the tax treatment of stock buybacks, potential...more
In 2019, the U.S. Court of Appeals for the Second Circuit made headlines when it ruled that creditors' state law fraudulent transfer claims arising from the 2007 leveraged buyout ("LBO") of Tribune Co. ("Tribune") were...more
As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs. In this What’s the Deal guide, we...more
On December 19, 2019, the Second Circuit held that appellants’ state law constructive fraudulent transfer claims were preempted by virtue of the Bankruptcy Code’s safe harbors that exempt transfers made in connection with a...more
On December 19, 2019, the Second Circuit Court of Appeals issued an opinion (the “2019 Opinion”) arising out of the In re Tribune Company Fraudulent Conveyance Litigation,[i] finding that Tribune Company, which employed...more
A recent decision from the U.S. District Court for the Southern District of New York has breathed new life into the Bankruptcy Code Section 546(e)’s securities transaction safe harbor for fraudulent conveyance actions. Judge...more
As we discussed in a prior post, Commissioner Jackson has spoken out on transactions undertaken by public company executives in close proximity to their companies’ stock buybacks. ...more
Last month, Orrick’s Restructuring team began a three-part look at the American Bankruptcy Institute’s Chapter 11 Reform Report. In part one we looked at issues related to confirmation, valuation, financing and asset sales....more
In recent months, a number of companies have repurchased or announced plans to repurchase their shares. Management and boards of directors overseeing companies with significant cash stockpiles yet finding fewer mechanisms to...more