News & Analysis as of

Recapitalization

Foley & Lardner LLP

Orthopedic Surgical Practice Recapitalizations: Six Relevant Considerations

by Foley & Lardner LLP on

The past decade has seen a tremendous amount of private equity investment in physician practice recapitalizations, primarily in hospital-based practices such as anesthesiology and radiology as well as “retail medicine...more

Dentons

Mighty River flows with the tide

by Dentons on

Yesterday, in "Mighty River" the High Court of Australia gave reasons for its decision that a DOCA which contemplated a potential restructure of a company and allowed further time for investigations into its affairs (without...more

Foley & Lardner LLP

Venture Capital Firms and Their Portfolio Company Directors Face Risk of Liability for Conflicts of Interest

by Foley & Lardner LLP on

Venture capital firms and their director designees on portfolio company boards can find themselves stuck between their fiduciary duty to common shareholders and the terms of preferred investment documents. Before any other...more

Foley & Lardner LLP

7 Things to Know About Physician Practice Recapitalization Transactions

by Foley & Lardner LLP on

A tremendous amount of capital has been, and continues to be, dedicated by private equity sponsors, and private equity backed companies, toward the recapitalization of physician practices...more

Thompson Coburn LLP

Converting from an S Corporation to a C Corporation

by Thompson Coburn LLP on

Effect of 2017 Tax Reform on Choice of Business Entity summarizes considerations in choosing whether to continue being an S corporation or convert to a C corporation. In most cases, exit planning suggests remaining an...more

Ropes & Gray LLP

Updated Guidance (and Ground Rules) for Controlling Stockholder Deals

by Ropes & Gray LLP on

The Delaware Supreme Court’s 2014 decision in Kahn v. M&F Worldwide Corp. (“MFW”) provided business judgment rule protection for controlling stockholder transactions that are conditioned from the outset on certain procedural...more

Latham & Watkins LLP

UK Restructuring Scheme Case Study: Guiding Bibby Offshore Into Safe Waters

by Latham & Watkins LLP on

UK-based offshore and subsea oil & gas services company solidifies its position and completes ownership transfer to noteholders in major company milestone. The recent Bibby Offshore recapitalisation is as fair and...more

Wilson Sonsini Goodrich & Rosati

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more

Hogan Lovells

Delaware Chancery Court Extends Application of MFW Standard to Conflicted Stock Issuances

by Hogan Lovells on

In a recent decision, the Delaware Court of Chancery granted a motion to dismiss a complaint asserting breach of fiduciary duty claims arising out of a stock issuance proposed by a controlling stockholder. IRA Trust f/b/o...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

McGuireWoods LLP

Healthcare & Life Sciences Private Equity Deal Tracker: Shore Capital Partners Recapitalizes Behavioral Innovations

by McGuireWoods LLP on

Shore Capital Partners has announced the completed recapitalization of Behavioral Innovations and formation of SCP Behavioral Innovations HoldCo. This is the first platform investment out of Shore Capital Partners Fund II,...more

White & Case LLP

The Italian State Steps In: Government Guarantees and Precautionary Recapitalizations of Italian Banks

by White & Case LLP on

The Italian government has taken important steps to stabilize troubled Italian banks by approving Law Decree No. 237/2016 (the "Law Decree"). The Law Decree authorizes the Italian government to support Italian banks...more

WilmerHale

Restructuring Liquidation Preferences

by WilmerHale on

Job candidates may choose to work for a startup to help build something new, to work in an environment that fosters and rewards creativity, or to get the thrill of climbing aboard a “rocket ship.” New employees rarely, if...more

Skadden, Arps, Slate, Meagher & Flom LLP

"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a...more

Wilson Sonsini Goodrich & Rosati

IRS Proposes Tax-Free Spin-Off Regulations Interpreting the "Device" and "Active Business" Tests and Addresses Recapitalizations...

On July 14, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 355 of the Internal Revenue Code that would establish new guidelines under the so-called "device" and "active business" tests....more

Shearman & Sterling LLP

Spin-Off Revenue Procedure Removes a No-Rule Area and Provides Safe Harbors for Unwinding High Vote/Low Vote Stock Structures

by Shearman & Sterling LLP on

On July 15th, the IRS released Rev. Proc. 2016-40 (the “Rev. Proc.”) removing a recent “no-rule” area with respect to transactions undertaken in anticipation of a spin-off involving high vote/low vote stock classes for the...more

White & Case LLP

Italian banks: Thoughts on recapitalisation and sharing the burden

by White & Case LLP on

Recapitalisation is in the air. Falling investor confidence has contributed to a sharp decline in Italian banks' share values, in particular since the UK's 'Brexit' vote to leave the European Union. Total gross non-performing...more

Blake, Cassels & Graydon LLP

Year in Review: Legislation and Guidance for Financial Institutions in 2015

Financial institutions in Canada witnessed yet another year of significant growth in legislation and regulatory guidance impacting their operations, while the financial marketplace is continuing to adapt to the impact of...more

Morrison & Foerster LLP

Resolution of GSIBs – FSB Final TLAC Principles

by Morrison & Foerster LLP on

On 9 November 2015, the Financial Stability Board (FSB) published its final principles on the loss-absorbing and recapitalisation capacity of global systemically important banks (G-SIBs) in resolution together with a final...more

Katten Muchin Rosenman LLP

New Greek Ban on Shorting Shares of Five Greek Banks

by Katten Muchin Rosenman LLP on

On September 30, the Greek national financial regulator, the Hellenic Capital Markets Commission (HCMC), announced that is has imposed an extended ban on the short-selling of Greek bank shares––by any persons anywhere in the...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Ballard Spahr LLP

Requirements schedule for closing RAD transactions in CY 2015

by Ballard Spahr LLP on

For efficient closing of RAD transactions by December 31, 2015, public housing authorities and developers should remain mindful of the Office of Recapitalization’s recently released processing deadlines. Planning ahead and...more

Dentons

Settling Down or Ramping Up? Intercreditor Dynamics on Unitranche Transactions

by Dentons on

With sub-investment grade borrowers increasingly drawn to the higher leverage, more flexible terms and speed of execution offered by the Unitranche solution, its continued popularity in the mid-market shows no sign of...more

Foley & Lardner LLP

Monetizing Real Estate: A Method to Access Capital

by Foley & Lardner LLP on

The financial situation for hospitals and health care organizations remains challenging. The accrediting agencies, Moody’s, Fitch, and S&P all have negative outlooks for the hospital industry. Hospitals are facing numerous...more

Wilson Sonsini Goodrich & Rosati

The Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the...

On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more

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