In a typical bull market, private equity sponsors exit out of portfolio assets through IPOs, strategic sales and sponsor-to-sponsor buyouts. But the 2025 deal market has proven to be neither typical nor robust....more
7/14/2025
/ Business Strategies ,
Conflicts of Interest ,
Corporate Governance ,
Exit Strategies ,
Financial Markets ,
Initial Public Offering (IPO) ,
Investment ,
Investment Funds ,
Investors ,
Liquidity ,
Private Equity ,
Private Equity Funds ,
Valuation
Stockholders of Delaware corporations for many years have had the right to examine stock ledgers, stockholder lists and “books and records” for a “proper purpose” under Section 220 of the Delaware General Corporation Law. ...more
The Wall Street Journal recently reported that xAI, the artificial intelligence startup founded by Elon Musk, completed a funding round of $5 billion at a pre-money valuation of $45 billion ($50 billion post-money). Rumored...more
I’m often asked by clients whether startups should have a separate stockholders’ agreement among the founders. The answer largely depends on whether they have or will have certain other startup documents in place....more
The board of directors of any Delaware corporation proposing to merge is required under Delaware law to adopt a resolution approving the merger agreement. In the real world of M&A practice, however, the version of the merger...more
There are generally two ways you can control a corporation. One is by owning a majority of the stock, in which case you control the board of directors. The other is to secure control contractually, through agreements and...more
Process still matters. That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk. The court rescinded the incentive package mainly...more
2/9/2024
/ Board of Directors ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Officers ,
Elon Musk ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Stock Options ,
Stocks ,
Tesla ,
Venture Capital
“Never in my career have I seen such a complete failure of corporate controls and such a complete absence of trustworthy financial information as occurred here”. Such was the lament of John Ray, the legendary restructuring...more
12/20/2022
/ Commercial Bankruptcy ,
Corporate Governance ,
Crypto Exchanges ,
Cryptoassets ,
Cryptocurrency ,
Directors ,
Financial Services Industry ,
Investment ,
Popular ,
Securities and Exchange Commission (SEC) ,
Venture Capital
COVID-19 induced declines in private and public company valuations have left many employee stock options “underwater” or “out-of-the-money”, i.e., exercise prices exceeding fair market value. This is a problem for employees...more
Among the many challenges companies are facing during the COVID-19 pandemic is how to conduct their shareholder meetings. Current social distancing requirements are effectively forcing companies to choose between postponing...more
Public companies stressing over how to meet filing deadlines during the COVID-19 crisis and what to say about the pandemic’s impact just received a filing reprieve and disclosure guidance from the SEC. The Securities and...more
The corporate spectacle better known as The We Company IPO officially and mercifully came to an end September 30 when The We Company (“We Co.”), the corporate parent of WeWork, requested that the Securities and Exchange...more
10/7/2019
/ Anti-Dilution Terms ,
Business Valuations ,
Certificates of Incorporation ,
Corporate Governance ,
Dilution ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Notification of Withdrawal ,
Office Space ,
Preferred Shares ,
Registration Statement ,
Share Price ,
Sharing Economy ,
SoftBank ,
Venture Capital
Dual or multi-class capitalization structures generally allow companies to sell large amounts of shares to the public while maintaining control in the hands of the founders and early investors. Popularized by the Google IPO...more