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Herbert Smith Freehills Kramer

UK Public M&A Monthly Activity Update: July 2025

In July 2025, there were five Rule 2.7 announcements made across the UK public M&A market and three further possible offers announced....more

Blake, Cassels & Graydon LLP

Alberta Securities Commission Releases Reasons for Cease-Trading Retroactive Poison Pill

On July 22, 2025, the Alberta Securities Commission (ASC) released reasons for its decision to cease-trade a shareholder rights plan of Greenfire Resources Ltd. The rights plan had been adopted in response to the announcement...more

Bradley Arant Boult Cummings LLP

Beware of Wolves in Sheep’s Clothing: Accepting PE Investments May Create Unforeseen Problems for Private Company Majority Owners

As private companies grow, they need to secure capital to support their efforts to provide more (and/or better) products and services to their clients. The need for emerging companies to obtain growth capital often leads the...more

Cadwalader, Wickersham & Taft LLP

Alleged Standstill Breaches Result in $45 Million Settlement in Cornerstone Take Private Deal

The Delaware Chancery Court recently approved a $45 million settlement in connection with a take-private transaction involving the acquisition of Cornerstone Building Brands (Cornerstone) by its then-controlling stockholder,...more

Akin Gump Strauss Hauer & Feld LLP

Glass Lewis Announces Updates to 2026 Pay-for-Performance Model: What Boards and Practitioners Need to Know

Glass Lewis, a leading proxy advisory firm, recently released a preview of changes to its pay-for-performance model that will take effect for the 2026 proxy season. Glass Lewis’ announcement, which is modest in terms of...more

Akin Gump Strauss Hauer & Feld LLP

The UK Takeover Panel’s Guidance on “Stub Equity” In Take-Private Transactions

On 3 July 2025, the UK Takeover Panel (Panel) published a new Practice Statement 36 (PS 36), which provides formal guidance on how the Panel will interpret and apply the Takeover Code to an “unlisted share alternative” (known...more

Walkers

Channel Islands a strategic hub for employee share incentive plans

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In today’s competitive business environment, share incentive plans continue to be a popular tool for aligning employee interests with those of management and shareholders. Guernsey and Jersey, as leading offshore financial...more

DarrowEverett LLP

Your Business's Growth Blueprint: Why Solid Legal Documents Matter

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Every successful business owner has ambition to grow, scale, and take his/her company to the next level. However, there’s one critical, often overlooked aspect that can make or break a business’s ability to get to that level:...more

Skadden, Arps, Slate, Meagher & Flom LLP

UK Public Markets Monitor – Q2 2025

AIM Consultation Paper - 7 April 2025 / LSE - The London Stock Exchange (LSE) initiated a significant consultation on the Alternative Investment Market (AIM). The discussion paper sought feedback from market participants...more

Pillsbury - Propel

Founder Secondary Sales: A Primer

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Increasingly, founders desire liquidity with respect to a portion of their equity stake before the company goes public or completes a complete exit event (like an M&A sale). Liquidity is desired for many reasons, including...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more

Mayer Brown Free Writings + Perspectives

Nasdaq Releases Policy Recommendations to Promote Capital Formation

In March 2025, Nasdaq released a comprehensive set of policy recommendations intended to advance capital formation in a paper titled “Advancing the U.S. Public Markets: Unlocking Capital Formation for a Stronger American...more

White & Case LLP

Update German Public Takeovers 2024

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Our Public Takeover Report provides an overview of market trends and legal developments relating to public takeovers in Germany in 2024. A quick glance at the takeover market - With six delisting offers and one mandatory...more

Foley Hoag LLP

Shareholders' Agreement: Caution When Drafting Drag Along Provisions

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“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more

Bradley Arant Boult Cummings LLP

Majority Owners Achieving Balance: Incentivizing Employees Without Giving Up the Keys to the Whole Kingdom

Success is not just an elusive goal – it can also be difficult to maintain once achieved. For majority owners in private companies, achieving success is just the first hurdle, because once they arrive at this pinnacle, they...more

A&O Shearman

2024 year in review: A&O Shearman Corporate/M&A practice

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As we reflect on 2024, our Polish Corporate/M&A practice has once again proven its dedication to delivering exceptional legal services and strategic guidance to our clients. This year has been marked by a series of...more

Cooley LLP

Considerations for Implementing a Multi-Class Share Structure

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Dual-class share structures involve two or more classes of authorized common stock, with one class having the traditional one vote (or, in the rare case of Snap, no votes) per share, and the other class having multiple votes...more

K&L Gates LLP

The Inside Basis: Potential Pitfalls of F-Reorganizations

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On this episode of The Inside Basis, host Randy Clark discusses some common issues in F-reorganizations involving S-corporations, a popular structural approach used in private equity transactions....more

Troutman Pepper Locke

A Sharper Focus: Exploring VC Side Letters

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A side letter in the venture capital sector is an agreement between an investor and the company it is investing in that entitles the investor to certain contractual rights, which supplement and are in addition to other rights...more

Nelson Mullins Riley & Scarborough LLP

I Want You to Want Me. But I Don’t Need You to Need Me: Manti Holdings v. The Carlyle Group and the Meaning of Non-Ratable Benefit...

Delaware’s rigorous fairness standards for transactions involving controlling shareholders have recently come to the forefront of the Chancery Court’s docket. The Transaction...more

BCLP

UK Corporate Briefing - January 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

Vinson & Elkins LLP

Delaware Court of Chancery Rejects Challenges to Sale of Company by Private Equity Controller, Assesses Transaction Under Business...

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On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2024

Explore the unique considerations for mergers and acquisitions in the AI sector, the return of IPOs, the implications of new Supreme Court decisions and other developments in this edition of Skadden’s quarterly Insights....more

Conyers

Cayman Islands M&A: on the rise

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Many acquisitions, especially privatisations, are structured as a statutory merger, and in this article, we provide a brief overview of Cayman Islands (“Cayman”) mergers and consolidations and the general requirements for...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Bermuda Monetary Authority’s Approach to Private Equity-Owned (Re)insurers

In recent years, demographic changes and macroeconomic factors have led to significant growth in insurance markets. Within insurance markets, a much more active market in trading “back-books” of insurance liabilities has...more

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