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Bradley Arant Boult Cummings LLP

Private Company Investments Are Attractive, But Not All That Glitters Turns into Gold: Put a Buy-Sell Agreement in Place

Bradley Arant Boult Cummings LLP on

In the final quarter of the year, many private companies will accept new investments that accelerate their growth. But new investments are not guaranteed to create lasting relationships, and that may be the case when new...more

Goodwin

Consequences of Forming or Acquiring a Depository Institution

Goodwin on

This second installment in a series of insights on bank charter considerations describes the consequences of operating through an insured depository institution charter, including capital requirements, supervision and...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

Goodwin on

As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Paul Hastings LLP

Recent Rulings from Delaware Chancery Favorable to Companies in Shareholder Activism Context

Paul Hastings LLP on

Two recent rulings from the Delaware Court of Chancery relating to matters that arose in shareholder activism campaigns were favorable to companies. In Paragon Technologies, Inc. v. Terence J. Cryan, et al. (November 30,...more

Wyrick Robbins Yates & Ponton LLP

Down Rounds – What Are They and How to Mitigate Litigation Risk

Wyrick Robbins Yates & Ponton LLP on

“Down rounds” and why they are contentious - Early-stage companies often raise capital in multiple rounds.  While founders and investors hope that a company’s valuation is on a one-way trip upwards, the next round could be...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

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SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

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A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Akin Gump Strauss Hauer & Feld LLP

Who is in Control? Considerations for Significant Equityholders in the Current Business Environment

Akin Gump Strauss Hauer & Feld LLP on

Equity investors and sponsors are actively reviewing the financial needs and business operations of their portfolio companies. As a result of the economic upheaval and government-mandated social restrictions imposed by the...more

Goodwin

Key Takeaways for Investors From the Federal Reserve’s Final “Control” Rule

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On January 30, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a final rule (Rule) that revises the Federal Reserve’s regulations related to determinations of whether a first company (an...more

Herbert Smith Freehills Kramer

Protecting Drag-Along Rights in Private Equity Deals

Herbert Smith Freehills Kramer on

Even as they make their investment, private equity investors are focused on their exit. A standard feature of an exit strategy is the set of drag-along rights embedded in a stockholder or similar agreement executed among...more

Orrick, Herrington & Sutcliffe LLP

Understanding U.S. Stockholder Activism - A Practical Primer

Orrick, Herrington & Sutcliffe LLP on

Because stockholder activism strikes at the heart of a company’s governance structure – often threatening the continuity of a board and the management team alike – the topic is susceptible to fear, uncertainty and doubt....more

Herbert Smith Freehills Kramer

Federal Reserve Proposes To Clarify Bank Control Rules

Herbert Smith Freehills Kramer on

Investors that own large stakes in a bank can trigger the Federal Reserve’s oversight if they have “controlling influence” over the bank. ...more

Bass, Berry & Sims PLC

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

Mintz - Securities & Capital Markets...

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Mintz - Securities & Capital Markets... on

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

Stinson - Corporate & Securities Law Blog

Are Activist Investors Risk Factors?

Stinson - Corporate & Securities Law Blog on

lululemon athletica inc.’s Form 10-K includes the following risk factor: Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our...more

Morris James LLP

Delaware Expands Jurisdiction Over Directors

Morris James LLP on

A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10...more

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