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Morris, Manning & Martin, LLP

Hedge Fund Pitch Deck is an "Advertisement" under the Advisers Act Marketing Rule

Recently, the SEC settled another administrative proceeding under the Advisers Act's Marketing Rule. This time, the SEC focused on advertisements that a hedge fund sponsor made to prospective investors. The hedge fund's...more

Fox Rothschild LLP

Tax Court’s Decision on YA Global Investments Has Implications for Offshore Entities

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The Tax Court’s decision in YA Global Investments LP v. Commissioner in November sends a warning to the offshore banking, finance and equity investment industries: an offshore entity is engaged in U.S. trade or business when...more

Patterson Belknap Webb & Tyler LLP

Increase in Securities Litigation and Regulatory Scrutiny Concerning Artificial Intelligence

Several recent lawsuits, and comments by the U.S. Securities and Exchange Commission (“SEC”) and Federal Trade Commission (“FTC”), underscore the increasing litigation and regulatory scrutiny concerning the use of artificial...more

Pillsbury - Propel

Authorized vs. Issued Shares

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Our startup clients are sometimes asked by investors or government agencies to provide their number of authorized and issued shares—the difference between the two isn’t always obvious but is critical to understand....more

Wyrick Robbins Yates & Ponton LLP

What is Liquidation Preference?

​In a venture capital deal, a liquidation preference refers to the payout investors receive in a liquidation event (like a sale or merger) prior to any payments made to the common stockholders. Venture capital investors...more

Paul Hastings LLP

2023 Going Public: U.S. IPO Report

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Following a lackluster 2022, the IPO market continued to flounder during 2023, partially attributable to ongoing macroeconomic uncertainty and geopolitical uncertainty, including sustained high interest rates, the banking...more

A&O Shearman

Mainland China issued new rules on algorithm trading

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Mainland China stock exchanges recently issued new rules on algorithm trading, as part of the continuing regulatory efforts to ensure the stability of the financial market. Investors may need to ask a number of key...more

Morrison & Foerster LLP

Slack SCOTUS Decision

The Supreme Court has just given companies looking to go public another reason to do it through direct listings. The federal securities laws impose strict liability for misleading statements made in connection with...more

Skadden, Arps, Slate, Meagher & Flom LLP

Convertible Notes, Accelerated Share Repurchases and Other Equity-Linked Instruments: Challenges and Opportunities in 2023

Increased volatility and reductions in asset values in the equity markets, coupled with rising interest rates and a slowing macroeconomic environment, have affected a wide range of equity-linked products. Continuation of...more

DarrowEverett LLP

Meme Stock Mania Sets Stage for Proposed Game-Changing SEC Rule

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On Wednesday, December 14, the U.S. Securities and Exchange Commission (the “SEC”) affirmatively voted to advance some major changes to U.S. stock-market rules, perhaps the biggest changes to such rules in nearly 20 years....more

Skadden, Arps, Slate, Meagher & Flom LLP

HKEX Initiatives Present Opportunities Even in a Down Market

Like other global financial centers, Hong Kong has seen falling IPO volumes and volatile markets in 2022 in the face of challenging macroeconomic conditions and rising geopolitical tensions, including between China and the...more

Foley & Lardner LLP

Retaining the Team: How to Mitigate Your Number One Risk in a Tech M&A Deal

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After M&A dealmaking cranked at an all-time high in 2021 with a record breaking 60,000 publicly disclosed deals aggregating over $5 trillion (see our recent article), the waters of M&A cooled considerably in 2022, with only...more

Keating Muething & Klekamp PLL

Benefits Monthly Minute - September 2022

The September Monthly Minute reports on the IRS’ new amendment extension deadline with respect to coronavirus-related distributions and qualified disaster distributions, a recent $131.8 million settlement stemming from...more

Pillsbury Winthrop Shaw Pittman LLP

What to Consider When Strategically Implementing the SEC’s New Pay for Performance Rule

While a time-consuming exercise of limited use to investors, the rule will push issuers to provide clarifying compensation disclosure in the annual proxy. Due to its reliance on accounting values and emphasis on unvested...more

White & Case LLP

Retail M&A is out of favor for now, but quality consumer brands stand strong

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Consumer and retail sector M&A took a backseat in 2022. A total of 226 deals were announced in the US year-to-date, a 34 percent drop compared to the first half of last year. Aggregate deal value dropped by an even steeper...more

White & Case LLP

Big pharma firms return to the deal table in H1

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Dealmaking activity in the US healthcare sector was robust in H1 2022 in the face of various macroeconomic headwinds. There were US$92.4 billion worth of deals announced in H1 2022. This was a 51 percent decrease from a...more

Rivkin Radler LLP

An S Corporation’s Sale of Real Property Following the Death of Its Shareholder

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Don’t Do It- There are certain generally accepted “dos and don’ts” of which almost every investor is certainly aware. For example, do not put all your eggs in one basket; if an investment seems too good to be true, stay...more

White & Case LLP

Repricing Underwater Options

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In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more

Foley & Lardner LLP

What’s Driving Increased Activity in Secondary Markets for Private Company Stock in 2022

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With the turmoil facing public markets in recent months, it’s not a wonder that we have not seen a flood of IPO’s in the first quarter of 2022. With companies putting their IPO plans on hold, this means that employees looking...more

Robins Kaplan LLP

Financial Daily Dose 10.19.2021 | Top Story: SEC Issues Long-Awaited Report on Meme Stock Craze

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The SEC was out Monday with a long-awaited report on the meme-stock frenzy that helped propel GameStop and a handful of other “little-regarded” companies to meteoric rises in the depths of our first Covid winter. The report,...more

Fenwick & West LLP

Divided 9th Circuit Panel Holds That Sections 11 and 12(a)(2) Apply to Unregistered Shares in Direct Listings

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On September 20, 2021, in a 2-1 decision, the U.S. Court of Appeals for the Ninth Circuit held that Sections 11 and 12(a)(2) of the Securities Act of 1933 (1933 Act) apply to direct listings of company shares, including...more

White & Case LLP

Real estate sees welcome revival in M&A in 2021

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M&A value among real estate firms quadrupled year-on-year in H1, after a tough 2020 - Real estate was particularly hard hit by lockdowns, with many real estate operators carrying significant holdings of hotels, shopping...more

Robins Kaplan LLP

Financial Daily Dose 7.20.2021 | Top Story: Markets Dive on Monday on Delta Variant Fears

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Markets dove at the opening bell and never recovered on Monday, with all three major indices off between 1 and 2%--the most across the board since May. Most market watchers blamed concerns over the economic recovery stalling...more

Hogan Lovells

Preparing for the Regulatory Response to ‘Meme’ Stock Investing

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The GameStop saga continues to play out nearly six months later, with the SEC and other regulators looking at possible enforcement actions. Hogan Lovells partner Aaron Cutler and Chase Kroll, director of strategic...more

SECIL Law

Deconstructing the SEC's Cryptocurrency-Suppression Program: Part One

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This is the first article in a nine-part series that addresses the SEC’s unlawful suppression of new cryptocurrencies. Introduction - In 2017, the U.S. Securities and Exchange Commission (“SEC”) established an agency-wide...more

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