News & Analysis as of

Corporate Financing Corporate Governance

Fenwick & West LLP

Q1 2025 Deal Structures Reflect Shift Toward Portfolio Support

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Fundraising dynamics continued to evolve in Q1 2025, with early-stage companies seeing a modest uptick in down rounds while late-stage companies experienced fewer. Down rounds rose to 20.8% of deals at the Seed through Series...more

Stinson LLP

FTC and DOJ Provide Critical Clarity on Passive Investment Rules Under Antitrust Law

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In a significant development for institutional investors, the Federal Trade Commission (FTC) and Department of Justice (DOJ) have provided their first explicit statement confirming that engagement with companies on corporate...more

Latham & Watkins LLP

The New UK Prospectus Regime

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On 15 July 2025, the FCA published PS25/9 and PS25/10 outlining its final rules for the new Public Offers and Admissions to Trading regime, which will supersede the existing UK Prospectus Regulation from 19 January 2026. This...more

Latham & Watkins LLP

The Latham US IPO Guide - 2025 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Goodwin

Crafting a Competitive LOI in Lower Middle Market M&A

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In the lower middle market — typically deals between $10 million and $100 million — the letter of intent (LOI) serves as a pivotal document that sets the tone for the transaction, shapes the seller’s expectations, and...more

LawVision

AI Interview with Connor Acle, Co-Founder & CEO of Marveri with LawVision

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LawVision Principal Mark Medice sat down with Connor Acle, Co-Founder & CEO of Marveri, to get his perspective on the legal AI landscape; below are the highlights of that discussion. ...more

Dorsey & Whitney LLP

NYSE American Amends Shareholder Approval Requirements

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The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions,...more

Ankura

Operational Restructuring: A Strategic Imperative

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In today's rapidly evolving economic landscape, businesses are navigating challenging shifts in the operating environment. From geopolitical tensions and the resultant supply chain disruptions to technological advancement and...more

Eversheds Sutherland (US) LLP

Dual registrant regulatory roundup - March 2025

Welcome to the Regulatory Roundup. Each month, Eversheds Sutherland Investment Services attorneys review significant regulatory developments (including notable rulemakings and guidance from securities regulators) from the...more

Conyers

African Mining Looks Offshore

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The African mining industry is an attractive destination for many global mining companies, but structuring deals on the continent is not always straightforward for foreign investors in the sector. That backdrop means many...more

Wilson Sonsini Goodrich & Rosati

“It’s Not About How Much Stock You Have; It’s About How Much Copper Wire You Can Get Out of the Building With”: Founder Exits...

The founders and exec team are a critical component of an early-stage company’s business value. In a previous article, we provided detailed guidance on the comparison of U.S. and UK market practices in relation to equity...more

Society of Corporate Compliance and Ethics...

Understanding the “G” in ESG: The critical role of compliance

Octavia Butler, a pioneering American writer, once wrote: “There is nothing new under the sun, but there are new suns.” Can this analogy also be applied to the concept of environmental, social, and governance (ESG)? While...more

Bennett Jones LLP

TSX Venture Exchange Launches "Sandbox" Initiative for Novel Listing Proposals

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On May 13, 2024, the TSX Venture Exchange (TSXV) announced the launch of its "Sandbox" initiative that will aim to provide a formal and transparent forum for the TSXV to consider listing proposals from issuers that do not...more

Latham & Watkins LLP

Demystifying Modern Convertible Notes - April 2024 - Revised Edition

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Issuing convertible notes has long been an attractive capital-raising option for public companies. At its most basic essence, a convertible note is a debt instrument that pays interest and principal, but also carries the...more

Katten Muchin Rosenman LLP

Managing Legal Uncertainty in Sole-Director Companies - Recent Developments

The model articles (Model Articles) contained in the Companies Act 2006 (CA 2006) are automatically incorporated into the constitution of a company incorporated pursuant to the CA 2006 to the extent they are not excluded or...more

BCLP

“The reputation of everyone involved is at stake.”

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Will unsustainable companies have difficulty accessing financing in the future? Banks and financial institutions are increasingly offering financing based on ESG criteria. Originally published in German ESG Magazine ( ESGz...more

Freeman Law

Changes to Corporate Capital in Equity Financing Transactions, Part II.

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How Are Fiduciary Duties Applicable to Decisions Authorizing Changes to Corporate Capital? The first post in this series analyzed whether shareholders may seek remedies in the context of charter amendments to facilitate...more

Jones Day

EU Adopts Revised Guidelines on State Aid for Climate, Environmental Protection and Energy

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EU rules prohibit "State aid," unless the Commission authorizes the aid as compatible with the EU Treaties. State aid is a Member State funding measure imputable to the State and financed through State resources that benefits...more

WilmerHale

SPAC Transaction Explosion Drives SEC Enforcement Focus

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In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...more

Proskauer - The Capital Commitment

The Portfolio Company Playbook – Chapter 2: Navigating Risk from Conflicts of Interest

Private funds frequently negotiate for special rights when making an investment in a portfolio company, such as the right to appoint one or more board directors, voting rights, and liquidation preferences. Fund sponsors often...more

Bennett Jones LLP

Flow-Through Shares: Draft Legislation Released to Extend Expenditure Periods

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On December 16, 2020, the Department of Finance released draft legislation aimed at providing relief to resource companies that had issued (or will issue prior to the end of 2020) "flow-through shares" (FTS) by extending the...more

Proskauer - The Capital Commitment

Ten Tips for Navigating Risks and Liability at Portfolio Companies During COVID-19

Many portfolio companies continue to confront business disruptions as a result of the COVID-19 pandemic. Even prior to the pandemic, we were seeing an uptick in litigation claims against sponsors and funds arising out of...more

Barnea Jaffa Lande & Co.

Startup Funding in the Coronavirus Era

Get up in the morning, go to work, sit in meetings, pick up the kids from school, go to the grocery store, work out at the gym, or just meet up with friends and family. It’s hard to believe that until a few weeks ago this...more

Latham & Watkins LLP

FINRA Issues Guidance and Sets Implementation Dates for Corporate Financing Rule Amendments

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The amendments modernize, restructure, and streamline Rule 5110. On March 20, 2020, the Financial Industry Regulatory Authority, Inc. (FINRA) published Regulatory Notice 20-10 (RN 20-10), which provides additional guidance...more

Latham & Watkins LLP

Gesetzesinitiative der Bundesregierung zur Ermöglichung von Hauptversammlungen in der COVID-19-Krise

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Eine „Formulierungshilfe“ der Bundesregierung enthält u.a. Regelungen zur Ermöglichung von Hauptversammlungen trotz Veranstaltungsverboten....more

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