In a spinoff, a public company separates one or more of its businesses into a new, publicly traded company. For the public company that initiates it, a spinoff can achieve a number of critical business and financial...more
As we previously discussed (here and here), the biotech mergers and acquisitions market currently faces significant headwinds. These challenges include frozen capital markets, regulatory uncertainty at the Food and Drug...more
On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more
On June 29, 2017, the SEC’s Division of Corporation Finance announced that, beginning on July 10, 2017, it will permit confidential submissions of draft registration statements for all initial public offerings (IPOs),...more
On October 28, 2015, at a Practising Law Institute program, the Securities Regulation Institute, the Director of the Division of Corporation Finance of the Securities and Exchange Commission joined a panel discussion on...more
In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more