Dual-class share structures involve two or more classes of authorized common stock, with one class having the traditional one vote (or, in the rare case of Snap, no votes) per share, and the other class having multiple votes...more
The new reforms to the UK listing regime (Listing Rules) published by the Financial Conduct Authority (FCA) came into force on Monday 29 July 2024, marking the most significant change to the UK’s listing regime in 40 years as...more
The question of control is pivotal for startups and their investors. Startup founders naturally desire influence over their company's direction, but when external investors enter the picture, the dynamics of control often...more
In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more
This is the last publication in a series of Allen & Overy publications on the FCA's Consultation Paper (CP23/31) setting out its detailed proposals for listing rules reforms as part of its Primary Markets Effectiveness...more
For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more
History is often written by reference to “before” and “after.” In this blog, we posit that “before” refers to the “bull market” that ended in January 2022, and “after” refers to everything that – happened, is happening, and...more
In a case filed simply to determine whether a plaintiff was entitled to attorneys’ fees and expenses for conferring a benefit on a corporation, the Delaware Court of Chancery held that the planned stockholder vote by the...more
On 19 July 2022, the U.K. Secondary Capital Raising Review (the Review) published its report (the Report), making significant recommendations to improve the efficiency of secondary capital raising by companies listed on the...more
Takeaways - Responding to a decline in the London Stock Exchange’s global market share of IPOs and other fundraising, a string of government-commissioned reports prompted proposals to reform the U.K.’s listing rules and...more
The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more
On 2 December 2021, the UK Financial Conduct Authority (FCA) confirmed a series of rule changes designed to remove immediate barriers to listing, make its rulebooks more accessible, and protect and enhance market integrity....more
The UK Financial Conduct Authority (“FCA”) has published Policy Statement PS 21/22 (the “Policy Statement”) which follows up on its summer 2021 consultation paper CP 21/21 “Primary Markets Effectiveness Review” (“CP 21/21”)....more
In their dataset and working paper, titled The Rise of Dual-Class Stock IPOs, Dhruv Aggarwal, Ofer Eldar, Yael Hochberg, and Lubomir P. Litov, find that the rise in the number of dual-class IPOs is tied to the increase in...more
Cryptocurrency Regulation and Enforcement at the US Federal and State Levels - The intensifying focus in recent months on cryptocurrency regulation and enforcement at both the federal and state levels demonstrates digital...more
London’s recent notable technology IPOs prove that European markets offer tech companies opportunities to achieve multibillion-dollar valuations and to meet their founders’ requirements. In an attempt to increase the number...more
The review of the UK Listing Rules was launched by HM Treasury (the Treasury) late last year and has made a number of wide-ranging recommendations of relevance for our tech and life sciences clients who have ambitions to go...more
Recommended changes include allowing dual class share structures for premium listed companies, changes designed to increase the attractiveness of UK listings for SPACs, and changes to the free float requirement....more
Lord Hill today published his recommendations following the UK Listings Review Call for Evidence in November 2020. The recommendations cover the Listing Rules applicable to Special Purpose Acquisition Companies (SPACs),...more
The FCA has welcomed Lord Hill’s recommendations from the UK Listings Review, launched by HM Treasury last November. The review has highlighted that the listing regime is in need of reform and now is the time to act....more
With a new U.S. administration, an economic rebound in sight and historically low interest rates that are unlikely to budge in the near-term, equity markets have been on a tear since late 2020. The torrid pace of technology...more
What is a Dual-Class Stock Structure? A dual-class stock structure basically means that a company has given disproportionate voting rights to one group of shareholders, typically its founders....more
This update provides an overview of recent developments that will affect preparation of annual results and annual reports for companies listed on The Stock Exchange of Hong Kong Limited (HKEX). In particular, it covers...more
ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season....more
Survey Results - Life Sciences and Tech IPOs Continue Steady Pace in First Half - As we had predicted in our prior IPO survey, 2019 has proven to be strong for initial public offerings. Following a somewhat sluggish...more