News & Analysis as of

Publicly-Traded Companies Common Stock

Hogan Lovells

Brown v. Matterport: Court of Chancery addresses share transfer restrictions after de-SPAC merger - Corporate / M&A Decisions...

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In Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. Jan. 10, 2022), the Delaware Court of Chancery held that transfer restrictions restricting trade of stock “outstanding immediately” after a de-SPAC merger...more

Goodwin

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

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District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

Schwabe, Williamson & Wyatt PC

Changes of Ownership, Asset Transactions, Mergers, and Death of Borrowers or and Owner

Effective October 2, 2020, the Small Business Administration (“SBA”) issued an SBA Procedural Notice: Paycheck Protection Program Loans and Changes of Ownership; and on October 26, 2021, the SBA issued SBA Procedural Notice...more

Stinson - Corporate & Securities Law Blog

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more

Proskauer Rose LLP

Preferred Equity PIPEs Provide Flexibility in the Age of COVID-19

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PIPEs (private investments in public equity) provide investors and public companies with a flexible vehicle for bespoke capital solutions that can be executed quickly in the volatile markets that have arisen in the COVID-19...more

Manatt, Phelps & Phillips, LLP

Nasdaq Provides Temporary Relief From Shareholder Approval Requirements

On May 4, 2020, in response to the tremendous economic uncertainty and ensuing securities market downturn resulting from COVID-19, the Securities and Exchange Commission approved effective immediately Nasdaq Listing Rule...more

Sullivan & Worcester

Nasdaq Provides Temporary Relief from Shareholder Approval Rules #2

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The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more

Sullivan & Worcester

Nasdaq Provides Temporary Relief from Shareholder Approval Rules

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The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Skadden, Arps, Slate, Meagher & Flom LLP

Valuation Challenges for Fintechs Highlight Legal Considerations in ‘Down Rounds’

In recent years, fintech has been an attractive sector for growth capital, as evidenced by robust investment and M&A valuations in the sector. While interest remained high in 2019, deal volumes began to level off early in the...more

Patterson Belknap Webb & Tyler LLP

Close Enough: Fifth Circuit Holds That Section 510(B) of the Bankruptcy Code Requires Subordination of Payments That “Look a Lot...

In 1930, Clarence Bennett’s wealthy uncle died. He left behind shares in Berry Holding Company ("BHC") that were subdivided into three groups. Bennett was the beneficiary of dividends paid out of one of these groups and, for...more

Stinson - Corporate & Securities Law Blog

NYSE Proposes to Amend Exclusions from Equity Compensation Rules to Mirror Practice

The New York Stock Exchange proposes to amend Section 303A.08 of the Manual to clarify the circumstances under which certain sales of a listed company’s securities will not be deemed to be equity compensation for purposes of...more

Dechert LLP

Delaware Appraisal Litigation: Supreme Court Clarifies “Fair Value” Standard

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Key Takeaways - Aruba Networks continues the trend toward market-based measures of fair value in statutory appraisal actions and should further limit appraisal arbitrage opportunities. - In a statutory appraisal action,...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE Revises Exceptions to Shareholder Approval Rules

On March 20, 2019, the Securities and Exchange Commission (SEC) approved an amendment to the New York Stock Exchange (NYSE) requirement that listed companies obtain shareholder approval for certain share issuances. The...more

Proskauer Rose LLP

Proskauer's 2019 IPO Study

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International law firm Proskauer today released its sixth annual IPO Study, which offers comprehensive analyses of U.S.-listed initial public offerings that priced in 2018 and identification of IPO trends from 2014 to 2018. ...more

Bass, Berry & Sims PLC

How to Avoid Running a PIPE into Section 5 Problems: A Recent SEC Comment Letter Example

An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more

Orrick, Herrington & Sutcliffe LLP

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Stinson - Corporate & Securities Law Blog

Regulation A+ Issuer Aims for NYSE MKT Listing

Myomo, Inc. has had an offering statement qualified by the SEC in which it discloses an intent to apply to list its common stock on the NYSE MKT LLC. The offering seeks to raise $15 million on a “best efforts” basis without...more

Sheppard Mullin Richter & Hampton LLP

SNAP IPO Debuts On NYSE

SNAP Inc., the parent company of Snapchat, went public yesterday with a valuation of approximately $33.4 billion. The Company raised $3.4 billion at $17 per share, and is now trading well above the IPO price. While SNAP has...more

Morrison & Foerster LLP - JOBS Act

SEC Approves Proposed Change to Exempt “Early Stage Companies” from the NYSE’s Shareholder Approval Requirement for Issuances to...

The NYSE Listed Company Manual contains a number of rules requiring a listed company to obtain shareholder approval for certain issuances of securities, which rules are often referred to as the “20% rule” or “shareholder...more

Stinson - Corporate & Securities Law Blog

SEC Provides No-Action Relief On Regulation BTR

Broadly speaking, SEC Regulation BTR prohibits directors and executive officers of public companies from trading in the issuer’s securities which were acquired in connection with service to the issuer if a sufficient number...more

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