Imagine you’re a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them some equity in the form of incentive units. You also want to prevent them from running off and...more
When negotiating convertible notes, parties typically focus on the terms of conversion upon an equity financing, most notably the discount and valuation cap. This is understandable inasmuch as the not-so-hidden secret of...more
In what seems like one of the speediest transaction processes ever for a deal of its size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion. It all started with Musk...more
5/2/2022
/ Acquisition Agreements ,
Contract Terms ,
Corporate Sales Transactions ,
Elon Musk ,
Material Adverse Effects ,
Ordinary Course of Business Defense ,
Poison Pill ,
Reverse Triangular Mergers ,
Social Media ,
Stock Ownership ,
Stock Prices ,
Twitter
Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if...more
On October 11, 2019, the Securities and Exchange Commission (the “Commission”) announced it filed a complaint and obtained a temporary restraining order against Telegram Group Inc. and its wholly-owned subsidiary TON Issuer...more
10/28/2019
/ Blockchain ,
Contract Terms ,
Corporate Counsel ,
Corporate Issuers ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Enforcement Actions ,
Financial Transactions ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Offerings ,
Popular ,
Purchase Agreement ,
Regulation D ,
Restraining Orders ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Simple Agreement for Future Tokens (SAFT) ,
Token Sales ,
TRO ,
Unregistered Securities
Every founder of a growth startup dreams of a big, successful exit — a sale of the company for millions of dollars. But that dream could be shattered if the investors are able to cause the company to be sold prematurely with...more