The Deal Video: Pepper Hamilton's Ed Dartley Talks Valuations
The trajectory of a biotech company is often full of ups and downs, influenced by unpredictable changes in market conditions. It is therefore imperative for biotech companies to be agile in finding the most appropriate...more
The term “rollover equity” is frequently used in discussions about the sale of middle market companies (which often is described as meaning companies with enterprise values from $10 million to $1 billion[1]), but frequently...more
Nasdaq has proposed amendments to its listing standards that would accelerate the delisting process for certain companies that fail to satisfy its minimum bid price requirement. These proposals are ostensibly in response to...more
The new regime modernises the listing framework while maintaining robust standards to protect investors and ensure market integrity. On 11 July 2024, the FCA released the final rules for the new UK listing regime, which...more
On May 22, 2024, the IRS issued Notice 2024-44, which once again extends the phase-in for Section 871(m) withholding. Broadly speaking, foreign persons may be subject to a 30% withholding tax under Section 871(m) on certain...more
The US Department of the Treasury (the Treasury), with the assistance of the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York, conducts a mandatory benchmark survey every five years. ...more
Enactment of Additional Requirements to Remain Listed on IDX's Main Board - On 21 December 2021, IDX issued the Decree of the Board of Directors of the IDX No. Kep-00101/BEI/12-2021 regarding the Amendment to Rule No. I-A...more
On January 9, 2024, the Financial Industry Regulatory Authority published its 2024 FINRA Annual Regulatory Oversight Report. Previously titled Report on FINRA’s Examination and Risk Monitoring Program, the Report is released...more
On December 19, 2023, the US Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) share repurchase disclosure rules, which were adopted in May 2023 and became effective on July 31,...more
On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to...more
On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more
The Securities and Exchange Commission (the “SEC”) adopted a new short position and short activity disclosure requirement under Rule 13f-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). Under Rule 13f-2, an...more
On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted new Rule 13f-2 (the “New Rule”) under Section 13(f)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), as well as related Form SHO....more
On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public...more
On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules...more
On October 10, 2023, the Securities and Exchange Commission (the “Commission”) adopted final rules amending the beneficial ownership reporting requirements established by the Commission under Sections 13(d) and 13(g) of the...more
A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee...more
A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the Delaware Court of...more
The European Commission ("Commission") is relentless in its fight against Greenwashing and the misrepresentation of sustainability impacts or benefits of a company’s products or actions. Following the global ESG trend and the...more
In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more
On May 3, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to its existing rules regarding disclosures about purchases of an issuer's equity securities by or on behalf of the issuer or an affiliated...more
On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more
On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more
The recent case of ABT Auto Investments Ltd v Aapico Investment Pte Limited and others [2022] EWHC 2839 (Comm) explores a lender’s rights to enforce share security by appropriating shares secured in its favour. The statutory...more
On January 5, 2023, New York Governor Kathy Hochul announced the establishment of a new initiative to match up to $30 million in funding received by early stage companies operating in New York. The Pre-Seed and Seed Matching...more