News & Analysis as of

Privately Held Corporations

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

With Zenefits Settlement Award SEC Demonstrates Continued Commitment to “Unicorn” Scrutiny Despite Administration Change: Same Old...

Last week the SEC announced it had reached an agreement with privately-held company Zenefits, and its co-founder and former CEO Parker Conrad, to settle allegations that Zenefits materially misled Series B and C investors....more

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

by Allen Matkins on

Recently, I came across a list of unicorns. These are private companies with valuations of $1 billion or more. I can’t vouch for the accuracy of the list, but I did recognize many of the names. Many of the companies on the...more

Proposed changes to corporate governance in the UK

by Dentons on

The government has published a number of headline proposals for the reform of the corporate governance of publicly-traded companies and large privately-held companies. These cover three aspects of corporate governance on...more

When Is a Private Company Considered a Public Body and Subject to the EU Procurement Rules?

by Bryan Cave on

The case itself is a judgement of 5 October 2017, following a request for a preliminary ruling from a regional court in Lithuania to the ECJ. The question submitted was essentially should a private company established by the...more

New obligation to declare beneficial owner(s)

by White & Case LLP on

The Ordinance of 1 December 2016 (which implemented the European Anti-Money Laundering Directive of 20 May 2015) and the so-called "Sapin II Law" of 9 December 2016 introduced new obligations for companies. Companies must now...more

Tax planning for private corporations and their shareholders - converting income into capital gains

by Dentons on

On October 19, 2017, the Department of Finance Canada issued a news release advising that it will not move ahead with proposed measures intended to target the conversion of income into capital gains. The announcement is the...more

EU & Competition Law Update – October 2017

by Bryan Cave on

When is a private company considered a public body and subject to the EU procurement rules? A recent European Court of Justice (“ECJ”) case has thrown up a novel legal issue which will be of interest to all public...more

At Last! Relaxation of Federal Securities Regulations for Private Company Stock Incentive Awards may be on the Horizon

Many privately held companies rely on equity compensation awards (typically stock options) to recruit, retain and motivate key employees and other service providers. The issuance of such equity compensation awards generally...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2017 Edition

by Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

AML Beneficial Ownership Register for Irish Funds – Who’s Holding the Baby?

by Dechert LLP on

If you’ve been involved in the funds industry, you will be well aware of the ever-increasing focus on anti-money laundering and “know your customer” requirements by national and supranational regulatory bodies alike. In...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

UK Corporate Governance Reform – the Government’s Final Proposals

by Shearman & Sterling LLP on

On 29 August 2017, the UK Government published its response to the green paper on corporate governance reform that it issued at the end of November 2016. It intends to implement its reform proposals — so that they apply to...more

Who Needs Parliamentary Procedure Anyway? Part 2

My last post provided the simple answer to why organizations still use (the seemingly outdated, archaic-sounding) parliamentary procedure: They use it because they are following state law, or because their bylaws say that...more

Growing Concerns with Proposed Amendments Affecting Private Businesses and their Shareholders

by Bennett Jones LLP on

On July 18, 2017, Minister of Finance Bill Morneau announced sweeping changes to the way private businesses and their shareholders are taxed. The Government's proposals encompass three broad areas: (1) income sprinkling...more

Important changes proposed for the taxation of Canadian private corporations

by DLA Piper on

On July 18, 2017, the Canadian federal Finance Minister, Bill Morneau, announced the release of a consultation paper and draft legislation which, if enacted, will have a dramatic impact on the taxation of Canadian private...more

Do Private Company M&A Intermediaries Need to Register with the SEC as Broker-Dealers?

by Farrell Fritz, P.C. on

Since 2014, many private company mergers and acquisitions intermediaries have chosen not to register as broker-dealers. That’s because a 2014 SEC no-action letter took the position that intermediaries that limited their...more

CPA Can’t be a Whistleblower for Non-Public Entities

Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding...more

5 Tips for Preparing to Sell Your Oilfield Services Business

by Bennett Jones LLP on

The decision to sell a private business often represents the culmination of a life's work. Preparing your business for a sale involves an investment of time, effort and planning on a number of fronts. However, investing in...more

Valuation of Illiquid Portfolio Investments – Avoiding Regulatory Risks with Form and Substance

For private fund managers, the valuation of privately-held securities has been subject to heightened regulatory scrutiny. As the IPO on-ramp for private “unicorn” investments has lengthened, fund managers may hold illiquid...more

The Entrepreneurs Report - Q1 2017

From the WSGR Database: Financing Trends for Q1 2017 - Up and Down Rounds by Quarter - Strong median pre-money valuations for late-stage financings accompanied a record-breaking $25.0 million median amount raised for...more

California Federal District Court Expands Securities Litigation Involving Private Companies by Holding that Indirect Purchasers of...

by Ropes & Gray LLP on

On April 18, 2017, a federal district court in California allowed indirect purchasers of stock in Theranos, a privately held company, to proceed with their lawsuit asserting securities violations under California law. This...more

Should you take your startup public? Examining trends and alternatives

by Dentons on

As young businesses grow, they often face two key concerns – financing and revenue stability. One way of securing financing and pursuing stability is going public. An Initial Public Offering (IPO) has historically been seen...more

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

Stamp duty changes for all share transfers - including listed companies?

by Dentons on

On 10 March 2017, an urgent bill was passed, with all three readings done in a single Parliament sitting on the same day. A joint press release (the Press Release) was released on the same day by the Ministry of National...more

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