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The Lawyer’s Role in Debt Offerings Under Rule 144A and Regulation S

2022-09-01T07:03:38+00:00September 1st, 2022|General Counsel|

Public and private companies at all stages of growth may consider raising capital through a debt offering. In order to help a company effectively price and close a debt offering, the company’s in-house counsel should understand the overall process […]

Understanding Sanctions Laws: A Primer for In-House Lawyers

2022-09-01T06:43:45+00:00September 1st, 2022|General Counsel|

U.S. companies must comply with sanctions laws that prohibit certain transactions or dealings with targeted countries, industries, entities, or individuals. While sanctions programs vary widely in the types of activities they prohibit, the penalties for violating sanctions laws can […]

Carried Interest: How It Works and What In-House Lawyers Should Know

2022-09-01T05:33:00+00:00September 1st, 2022|General Counsel|

Carried interest, or carry, has been a frequent topic in political debates. While some characterize it as a structural tool used to align the interests of private equity funds and their investors, others characterize it as a tax loophole. […]

Investor Roadshows and the Role of In-House Counsel

2022-09-01T05:20:46+00:00September 1st, 2022|General Counsel|

Roadshows play an essential role in a company’s capital raising efforts. It is an opportunity for the company’s management team to pitch the company to potential investors. A well-run roadshow presentation can generate significant investor interest in an offering […]

Responsibilities of Company Counsel When a Public Company Director Departs

2022-09-01T05:09:03+00:00September 1st, 2022|General Counsel|

Directors of public companies serve on a given company’s board of directors for a limited duration. Director departures are expected from time to time. It is the responsibility of the company’s counsel to ensure the proper procedures […]

Tips on Avoiding Insider Trading Violations for In-House Counsel

2022-07-26T23:15:28+00:00July 26th, 2022|Mergers & Acquisitions|

Insider trading violations can bring highly negative publicity to a company. As an in-house lawyer, you need to ensure appropriate risk management protocols are in place in order to prevent insider trading from occurring. Suspicious trading activities by company […]

Tips for In-House Counsel on Negotiating Lock-Up Agreements

2022-07-26T23:11:04+00:00July 26th, 2022|General Counsel|

The terms that a company and its directors, officers, and significant shareholders are subject to under a lock-up agreement can be the topic of much debate.

As an in-house counsel of a private company interested in going public, it is […]

Negotiating Non-Disclosure Agreements

2022-07-26T23:05:12+00:00July 26th, 2022|Uncategorized|

In-house lawyers are likely to encounter non-disclosure agreements (“NDAs”) in a variety of different contexts. Sometimes called confidentiality agreements, NDAs are especially common in the M&A transactional context. In fact, a non-disclosure agreement is often one of the first […]

Reviewing Legal Opinions in Securities Offerings: Tips for In-House Counsel

2022-07-26T23:01:32+00:00July 26th, 2022|General Counsel, Mergers & Acquisitions|

In-house legal departments often work closely with outside law firms on transactions. This is especially the case when companies undertake complex transactions such as securities offerings. In connection with the securities offering, an outside law firm will issue a […]

Certificate of Incorporation and Bylaws: Essential Elements to Know as An In-House Lawyer

2022-07-26T22:54:08+00:00July 26th, 2022|General Counsel|

Every corporate entity has legal formation and organizational documents. These organizational documents are like an operating manual for the company. They provide guidance about the internal affairs of the company and define the roles and duties of directors, officers, […]

The Basics of Environmental Law: What In-House Lawyers Should Know

2022-07-26T22:35:40+00:00July 26th, 2022|Environmental & Energy, General Counsel|

In recent years, companies have come under increasing scrutiny for their environmental practices. The heightened focus on corporate ESG and sustainability has cast a spotlight on the impact businesses have on air emissions, water discharges, hazardous waste, and other […]

Navigating Private Equity: An Introduction for In-House Legal Counsel

2022-07-26T22:29:25+00:00July 26th, 2022|General Counsel|

Whether you are an in-house lawyer at a large, established company or at an early-stage startup, you should have a basic understanding of private equity. Private equity funds acquire and invest in companies of many varieties. Private equity funds […]

An Overview of Preferred Stock for Startup Lawyers

2022-07-26T22:21:02+00:00July 26th, 2022|Start Ups|

Preferred stock is a flexible tool for structuring investments. In earlier stage financing transactions, preferred stock is often given to key investors. While the preferred stock is issued by both early-stage and mature companies, it is particularly important for […]

Understanding the Auditing Process: What General Counsel Need to Know

2022-06-24T05:05:06+00:00June 24th, 2022|Uncategorized|

Auditing is the process of evaluating a company’s financial statements according to set standards. While a company’s auditors have primary responsibility over auditing financial reports, lawyers regularly need to work alongside auditors and understand how to interpret audit reports. […]

Drafting Effective Corporate Governance Guidelines

2022-06-24T05:04:32+00:00June 24th, 2022|General Counsel|

Many companies have implemented corporate governance guidelines that capture the distinct procedures, practices, and culture of the management team and board of directors. In-house lawyers are often tasked with drafting, reviewing, or updating a company’s corporate governance guidelines. Although […]

Sell-Side M&A: What In-House Lawyers Need to Know

2022-06-24T05:11:53+00:00June 24th, 2022|Mergers & Acquisitions|

The sale of a company is a time-consuming and intensive process. The sale process often takes many months to complete. There are many key constituents involved including the company’s owners, management, employees, customers, financial advisors, and legal counsel.

The selling […]

Risk Factors in Securities Filings: What Companies Must Disclose

2022-05-09T21:54:25+00:00May 9th, 2022|General Counsel|

A company’s risk factors form an essential part of the reports filed by public companies and companies seeking to go public. Risk factor disclosures are cautionary statements that companies include in their disclosure documents about the key risks a […]

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