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Legal Considerations in Pre-IPO Crossover Financings

by 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

SEC Claims Individual, Firm Engaged In Unregistered Dealer Business

by Dorsey & Whitney LLP on

The Commission’s recently released report on the Enforcement Division identified retail investors and cyber as key areas of emphasis for Enforcement under Chairman Clayton. Examples of the retail focus are actions involving...more

Summary of ISS 2018 Americas Proxy Voting Guidelines Specific to US Public Companies

by Morgan Lewis on

The updated ISS guidelines are effective for meetings on or after February 1, 2018. On November 16, 2017, Institutional Shareholder Services (ISS) published its 2018 Americas Proxy Voting Guidelines Updates. The following...more

The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

SEC Enforcement: Another Look At Last Fiscal Year

by Dorsey & Whitney LLP on

The SEC published its statistics for the last fiscal year in a glossy report centered on a discussion of the new retail/cyber focus of the Enforcement Division. Statistics are not the sole measure of success the agency...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2018. Companies also should be mindful of the 2018 financial statement “staleness” dates (when financial...more

SEC Provides Greater Deference to Public Company Boards

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I(CF), which articulates important interpretive guidance relating to shareholder proposals submitted to public companies for...more

Many Paths for IPO Submissions

The following chart highlights the alternatives for EGCs and non-EGCs and now the three paths for FPIs pursuing IPOs....more

SEC Releases Proposed Amendments to Modify and Simplify Public Company Disclosure

by Goodwin on

The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more

National security reviews 2017: A global perspective — Canada

by White & Case LLP on

While few deals are challenged in Canada, national security reviews are becoming more common and complex - The Investment Review Division (IRD), which is part of the Ministry of Innovation, Science and Economic...more

Lessons for Private Equity Shareholders and Merging Parties from the FTC’s Challenge of Red Ventures/Bankrate

by Goodwin on

The Federal Trade Commission recently challenged Red Ventures’ proposed $1.4 billion acquisition of Bankrate, alleging it would lessen competition in the market for third-party paid referral services for senior living...more

SEC Comment Letter Trends

This month, Deloitte & Touche LLP released its annual study on the Securities and Exchange’s (“SEC”) recent comment letters. The 2017 study notes a decline in the overall number of SEC reviews with comment letters and in the...more

Upcoming SEC Investor Advisory Committee Meeting

The SEC’s Investor Advisory Committee announced its next meeting on December 7, 2017, beginning at 9.30 am. The agenda for the meeting includes a discussion of a recommendation of the Investor as Purchaser Subcommittee...more

LabCFTC Releases Primer on Virtual Currencies without Broadly Addressing Blockchain Tokens

by McDermott Will & Emery on

On October 17, 2017, the Commodity Futures Trading Commission’s LabCFTC released “A CFTC Primer on Virtual Currencies.” The Primer provides an overview or virtual currencies and their potential uses, discusses the role of...more

Micro Offering Safe Harbor Act Passes House

On November 9, 2017, the House of Representatives passed H.R. 2201, the Micro Offering Safe Harbor Act, by a vote of 232-188. The bill proposes to amend the Securities Act of 1933 to exempt certain micro offerings from state...more

Food for Thought, part 5

Below, a continuation of our bibliography of thought-provoking articles on issues related to right-sizing regulation, staying private versus going public, and related topics...more

The (Even More) Elusive Surcharge in Dissolution Proceedings

by Farrell Fritz, P.C. on

A year ago I wrote a piece called The Elusive Surcharge in Dissolution Proceedings highlighting the rare appearance in the case law of the surcharge provision found in Section 1104-a (d) of the Business Corporation Law. ...more

FIRRMA: Proposed CFIUS Legislation Would Bring Significant Changes

by White & Case LLP on

Senator John Cornyn (R-TX) and Representative Robert Pittenger (R-NC) have introduced parallel legislation that, if passed, would implement significant changes to the Committee on Foreign Investment in the United States...more

FAQ: What Businesses Need to Know About Investment Crowdfunding

by Ward and Smith, P.A. on

What is Crowdfunding? Crowdfunding is a marketing tool that businesses use to obtain capital from a large number of individuals, typically over the Internet....more

Upending Trade Finance through Blockchain Technology

Trade finance, in both domestic and international financial transactions, is often utilized when one company seeks to import a shipment of goods from a supplier (or exporter). These transactions comprise an enormous amount of...more

ISS Issues Proposed Policy Changes for 2018 Proxy Season

by White & Case LLP on

On October 26, 2017, Institutional Shareholder Services ("ISS") issued draft proposed policy changes for the 2018 proxy season (the "Draft Changes").1 The Draft Changes for US companies are grouped in three categories:...more

CFTC Order Extends Application of Current De Minimis Threshold Until December 2019

by Morrison & Foerster LLP on

Last week the Commodity Futures Trading Commission (“CFTC”) issued an order (the “De Minimis Order”) that pushes back by one year the date on which the CFTC may lower its swap dealer de minimis threshold, the amount of swap...more

SEC Tackles MiFID II Research Issues

by Morgan Lewis on

But do landmines remain? On October 26, 2017, the staff of the Securities and Exchange Commission (SEC), following consultation with European authorities, issued three coordinated no-action letters to, in the words of one...more

Strategic Alternatives for Real Estate Portfolios Part III – Initial Public Offering (IPO) Transactions

by King & Spalding on

The review of strategic alternatives can be a daunting task even for the most seasoned executives and directors of real estate companies and real estate investment trusts. This is particularly true in today’s real estate...more

Using Different Classes of Stock in a Family-Owned Business

Recently, Facebook announced that it would withdraw its plan to issue Class C no-vote stock. Facebook had proposed issuing a new class of Facebook stock that would have had the same economic rights as the existing Class A and...more

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