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Shareholders Liquidity

Rivkin Radler LLP

Funding the Buyout of a Deceased Shareholder With Corporate-Owned Life Insurance – Did the Court Decide Connelly Correctly?

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You may have heard or even read about the U.S. Supreme Court’s recent decision regarding the date of death value of a deceased shareholder’s shares in a closely held corporation that owned a life insurance policy on the...more

Mitratech Holdings, Inc

Reminders for Risk Teams in the Wake of the Tragic Baltimore Bridge Collapse

On Tuesday, March 26th, Baltimore’s Francis Scott Key Bridge collapsed after being hit by a container cargo ship, which had lost power shortly before impact and made a mayday call. Most importantly, the devastating loss of...more

K&L Gates LLP

SEC Expands "Dealer" Definition to Capture Liquidity Providers

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Introduction - On 6 February 2024, the US Securities and Exchange Commission (SEC) voted 3-2 to adopt two new rules that significantly expand the definitions of a “dealer” and “government securities dealer” in Sections...more

Conyers

Update to the Adler High Court Decision: The UK’s Court of Appeal Overturns the High Court’s Approval of the Adler Restructuring...

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Following the English High Court’s written reasons for sanctioning the Adler Group restructuring plan on 21 April 2023, the English Court of Appeal has overturned the High Court’s decision and sent a strong message regarding...more

Womble Bond Dickinson

Tender Offer Rules & Regulations: What Private Companies Need to Know

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Though more commonly associated with publicly listed companies, tender offer rules and regulations apply to private company transactions as well. Tender offers provide a mechanism for a prospective investor, or the company...more

Pillsbury Winthrop Shaw Pittman LLP

Bankruptcy and Restructuring Considerations for De-SPACed Companies

Distressed de-SPACed companies are increasingly turning to chapter 11 as a means of restructuring their debts and preserving going-concern value. Many de-SPAC mergers in 2020 and 2021 involved pre-revenue or...more

Foley & Lardner LLP

Outlook for Reverse Mergers

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We have seen the IPO market stall, and the SPAC boom is now bust. So, what options are there for private companies looking to enter the public market in today’s economic climate? A transaction structured as a “reverse...more

Proskauer - The Capital Commitment

Portfolio Companies in Distress: Navigating the Risks from SVB and Other Threats to Liquidity and Solvency

Everything, everywhere, all at once is our risk thesis for 2023, but one must not forget about concentration risk. This issue has rocketed up diligence agendas for LPs and GPs alike as the collapse of Silicon Valley Bank...more

Foley & Lardner LLP

Can Directors/Officers be Liable for Depositing Corporate Funds in and Borrowing from a Bank Taken Over by the FDIC?

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Last week, state regulators forced Silicon Valley Bank (SVB) into receivership, and the Federal Deposit Insurance Corporation (FDIC) was appointed as receiver. SVB’s failure marks the largest receivership since Washington...more

Walkers

Central Bank announces its Macroprudential Policy Framework for Irish Property Funds

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As outlined in our previous advisory ‘Central Bank’s property fund proposals’, the Central Bank of Ireland (the “Central Bank”) has recently been consulting on two key proposals: a proposal to introduce leverage limits...more

Hogan Lovells

Shareholder and intra-group Loans – be aware of taxation risks

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Most company groups rely on shareholder and / or intragroup loans in order to manage the liquidity requirements within the group and easily transfer cash from one entity to another as and when needed. While discussions about...more

Rivkin Radler LLP

Not Selling Despite Tax Increases? Review the Buy-Sell Agreement Among Owners

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Not Selling Your Business This Year? Beginning shortly before the House Ways and Means Committee released its version of the President’s Build Back Better plan, several posts on this blog have explored the uptick in M&A...more

Hogan Lovells

Significant restrictions for share exchange offers under German takeover law

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Under German takeover law the bidder in a voluntary public takeover is given two options with regard to what the bidder offers the shareholders of the target company as compensation for their shares. ...more

White & Case LLP

State of the art of the Italian liquidity measures – Keeping Italian Companies Alive?

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Over the last three months, the Italian Government has enacted a package of financial assistance designed to help Italian businesses survive the dramatic short-term effects of the coronavirus ("COVID-19") pandemic. The...more

Pillsbury Winthrop Shaw Pittman LLP

Open up the PIPEs: Current Market Considerations

Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence. In the face of tremendous market uncertainty, PIPE transactions offer...more

White & Case LLP

The "Cure Italy" and "Restore Liquidity" Decrees: Keeping Italian Companies Alive?

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On 8 April 2020, the Italian Government enacted Law Decree no. 23 of 2020 (the "Restore Liquidity" Decree). In combination with Law Decree no. 18 of 17 March 2020 (the "Cure Italy" Decree), it provides businesses affected by...more

Dechert LLP

COVID-19 Coronavirus: Fund Needs Cash? How about a Rights Offering?

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Key Takeaways - Rights offerings serve as an attractive capital-raising option for issuers in need of liquidity, particularly for closed-end funds and business development companies (“BDCs”), which generally cannot issue...more

Vedder Price

Strategies for Funds Facing Liquidity Issues as a Result of the COVID-19 Pandemic

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Due to economic conditions that have resulted from the COVID-19 pandemic, many regulated investment companies (“RICs”) may have liquidity issues with respect to their investment portfolios. One alternative for RICs that are...more

Wilson Sonsini Goodrich & Rosati

Coronavirus Update: Frequent Questions We Are Receiving

The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more

Dechert LLP

Do Bankruptcy Courts Have Constitutional Authority to Approve Nonconsensual, Third-Party Releases?

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Yes, says the Third Circuit. The Third Circuit recently held that the Bankruptcy Court has the authority to confirm a chapter 11 plan which contains nonconsensual, third-party releases when such releases are integral to the...more

White & Case LLP

Africa Focus: Spring 2019 - Proposed amendments to South Africa's Companies Act

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Several of the contemplated changes may improve South Africa's business climate - The operation of South African companies is regulated by the Companies Act of 2008 (the Companies Act), which replaced the Companies Act of...more

Vedder Price

Investment Services Regulatory Update - November 2017

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

Morrison & Foerster LLP - JOBS Act

What is the RAISE Act and How Useful will it be to Sellers of Private Company Shares?

With the enactment of the Jumpstart Our Business Startups (JOBS) Act of 2012, private companies have the ability to defer an IPO and SEC reporting, and remain private longer than at any time in the past. One result, however,...more

K&L Gates LLP

U.S. SEC Proposes Liquidity Risk Management Programs, Optional “Swing Pricing,” and Liquidity Reporting for Mutual Funds and...

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On September 22, 2015, the Securities and Exchange Commission (“SEC”) proposed a new rule and amendments to rules and reporting forms under the Investment Company Act of 1940 (the “1940 Act”), designed to standardize...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

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