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High-Yield Bond Offerings and Rule 144A-for-Life

2024-05-07T00:42:31+00:00May 7th, 2024|Private Equity|

High-yield notes, or notes with below investment-grade corporate ratings, are most often sold in underwritten private offerings. Selling high-yield notes in “Rule 144A-for-life” offerings, or “private-for-life” offerings, can be a particularly attractive way for private companies to gain access […]

High-Yield Corporate Bonds: Material Covenants and Terms

2024-05-07T00:42:17+00:00May 7th, 2024|Private Equity|

High-yield notes, or notes with below investment-grade corporate ratings, are most often sold in underwritten private offerings. Selling high-yield notes in “Rule 144A-for-life” offerings, or “private-for-life” offerings, can be a particularly attractive way for private companies to gain access […]

Guide to Common Merger Structures in M&A Deals

2024-05-07T00:36:56+00:00May 7th, 2024|Mergers & Acquisitions|

Mergers and acquisitions can be structured in numerous ways depending on a variety of legal, tax, and business considerations. This article highlights some common M&A deal structures and their key features. Each M&A deal structure comes with unique tax […]

The Role of Representations and Warranties Insurance Policies in M&A Deals

2024-05-07T00:36:08+00:00May 7th, 2024|Mergers & Acquisitions|

Representation and warranty insurance, also known as R&W insurance, refers to insurance coverage specifically for the breach of representations and warranties contained in a purchase agreement or merger agreement. In other words, R&W insurance policies can cover unforeseen […]

Corporate Governance Policies that Public Companies Should Know About

2024-05-07T00:36:00+00:00May 7th, 2024|General Counsel|

Publicly traded companies adopt a variety of corporate governance policies in order to comply with U.S. federal securities laws and stock exchange rules. Comprehensive corporate governance policies also encourage accountability and transparency, which helps keep a company operating efficiently.

Both […]

Reverse Merger Transactions: Key Features and Considerations

2024-05-07T00:35:50+00:00May 7th, 2024|Mergers & Acquisitions|

A reverse merger transaction results in a smaller private company being absorbed by a larger public company. This effectively enables the private company to become a publicly traded company while bypassing the traditional initial public offering (IPO) process. […]

Material Transaction Agreements in Spin-Offs

2024-04-19T00:09:03+00:00April 19th, 2024|Mergers & Acquisitions|

In connection with spin-off transactions, a number of material agreements are entered into between the parent company and spin-off company that govern their ongoing relationships following the spin-off. Such agreements may include a Separation and Distribution Agreement, Transition […]

Spin-Off Transactions: Tax Issues and Section 355

2024-04-19T00:13:50+00:00April 19th, 2024|Mergers & Acquisitions|

Spin-off transactions, which involve a parent company separating parts of its business operations into a second publicly traded company, can offer potential tax advantages. Some spin-offs qualify for tax-free treatment while other spin-off transaction structures result in a taxable […]

Smaller Reporting Companies: Things to Know

2024-04-19T00:17:00+00:00April 19th, 2024|Mergers & Acquisitions, Startups|

Small cap companies, such as growing companies that have limited revenues, may be subject to lower financial reporting and disclosure requirements in their public filings with the Securities and Exchange Commission (SEC). This opportunity may be available to companies […]

Pro Forma Financial Information: Essential Takeaways for Lawyers

2024-04-19T00:17:47+00:00April 19th, 2024|Mergers & Acquisitions|

Understanding how to read and interpret key financial statements should not just be left to accountants and financial advisors. It is also critical to the success of a corporate lawyer to be adept at reviewing the various financial statements […]

New Rules for SPACs, Shell Companies, and De-SPAC Transactions

2024-04-19T00:08:27+00:00April 19th, 2024|Mergers & Acquisitions|

The SEC recently implemented new rules that are intended to enhance investor protections in deals involving special purpose acquisition companies (SPACs) and shell companies. The new rules, which go into effect July 1, 2024, impose enhanced disclosure and liability […]

Earnouts in Private Company M&A Transactions

2024-04-19T00:22:02+00:00April 19th, 2024|Mergers & Acquisitions|

The inclusion of earnout provisions in mergers and acquisitions involving private companies have become a rising trend in recent years. Earnouts help bridge the valuation gap between buyers and sellers by making a portion of the deal consideration payable […]

Director Selection and Onboarding: Tips for Companies

2024-04-19T00:08:15+00:00April 19th, 2024|General Counsel|

Recruiting and maintaining a board of directors with an experienced and diverse skill set is a continual challenge for companies. A company’s board should be balanced with directors that meet a number of objectives. Such criteria may include prior […]

Director Equity Compensation: Designing Appropriate Performance Incentives

2024-04-19T00:34:28+00:00April 19th, 2024|Mergers & Acquisitions|

Service on the board of directors of a public company can involve a substantial time commitment along with potential liability risks. Directors must also comply with strict independence standards. In light of these demands, public company directors are generally […]

CFIUS Considerations in Cross-Border Deals

2024-04-19T00:36:47+00:00April 19th, 2024|Mergers & Acquisitions|

Cross-border deal activity has increased in recent years, and the global trend is likely to continue. Such deals have also attracted increased regulatory scrutiny, particularly when the transactions involve foreign direct investments that could raise national security concerns. Advanced […]

The Functioning of Public Company Board Committees

2024-04-19T00:37:31+00:00April 19th, 2024|General Counsel|

A company’s board of directors is responsible for oversight of management and providing strategic guidance from an outside perspective. They also play a major role in protecting shareholders’ interests. Board committees exercise oversight over specific corporate governance functions. They […]

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