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Contingent Value Rights in Public M&A Transactions

2024-04-18T23:55:53+00:00March 19th, 2024|Mergers & Acquisitions|

Contingent value rights, or CVRs, are used as a form of merger consideration in certain M&A deals. While still relatively rare, it is particularly common to see CVRs as a component of the merger consideration in M&A transactions involving […]

Shareholder Proposals in Proxy Statements: Rules of the Road

2024-04-18T23:56:38+00:00March 19th, 2024|Mergers & Acquisitions|

Shareholders of a public company may desire to recommend certain actions to management or the board of directors. Under federal law, the rules for submitting shareholder proposals are set forth by the Securities and Exchange Commission (SEC). Specifically, SEC […]

Dating App Bumble’s High/Low Vote Structure Approved by Delaware Court

2024-04-18T23:59:39+00:00March 19th, 2024|Mergers & Acquisitions|

A recent Delaware court decision reaffirmed that companies could implement an identity-based voting structure within a single class of stock. In Colon v. Bumble, Inc., the Delaware Court of Chancery, Delaware’s highest court, ruled that the dating app company […]

Elon Musk’s $55.8 Billion Equity Compensation Package Invalidated by Delaware Court

2024-04-19T00:00:57+00:00March 19th, 2024|Mergers & Acquisitions|

In early 2024, the Delaware Court of Chancery ruled in favor of Tesla stockholders and struck down Elon Musk’s multibillion-dollar pay package. The chief Delaware judge presiding over the case, Chancellor Kathaleen McCormick, issued a 200-page decision that described […]

SEC’s Adoption of New Climate Disclosure Rules Increases Reporting Obligations for Companies

2024-04-19T00:02:22+00:00March 19th, 2024|Environmental & Energy|

At the beginning of March 2024, the Securities and Exchange Commission (SEC) adopted new climate disclosure rules that apply to U.S. publicly listed companies. While the new rules impose additional reporting obligations on public companies, they are weaker than […]

Stockholder Agreement Terms Invalidated by Delaware Court

2024-04-19T00:02:53+00:00March 19th, 2024|Mergers & Acquisitions|

The Delaware Court of Chancery recently issued an important decision which invalidated multiple provisions of a stockholder agreement. In the case West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the court found multiple governance provisions in a […]

Open Market Share Repurchase Programs

2024-04-19T00:03:30+00:00March 19th, 2024|Mergers & Acquisitions|

Overview of Share Repurchase Programs:

Many companies have programs in place to buy back their own shares from the marketplace. Companies should assess the various strategic considerations and legal implications involved before implementing a share repurchase program.

One common reason that […]

Private IPOs: The Latest Wall Street Trend

2024-03-19T23:49:12+00:00March 19th, 2024|Uncategorized|

Bankers, private equity firms, and institutional investors have been eyeing a new investment trend—private IPOs. With the public IPO market displaying a choppy performance over the past two years, investors are looking for alternative investment structures.

 

Enter the private IPO. […]

Advertising Law in the United States

2023-03-30T20:34:43+00:00March 30th, 2023|General Counsel|

Advertising in the United States involves various rules and restrictions that control advertising content and protect certain intellectual property rights. In addition, many advertisements are subject to industry-specific regulations. There are also special restrictions on advertisements targeting children and […]

Commercial Leasing Issues for Technology Startups

2023-01-22T21:59:36+00:00January 22nd, 2023|General Counsel, Startups|

Technology startups face unique issues when it comes to negotiating and entering into commercial leases. Certain key considerations should be addressed in the negotiations between a technology startup tenant and a commercial lease landlord. The startup’s in-house legal team […]

Understanding Financial Ratios: The Essentials for Lawyers

2023-01-22T21:39:48+00:00January 22nd, 2023|General Counsel|

Financial ratios are a critical tool for analyzing a company’s financial performance over time. They are also useful for comparing financial performance among peer companies in a particular industry. While financial ratios and statistics are commonly calculated by investment […]

Intellectual Property Licensing and Antitrust Liability

2023-01-09T00:55:05+00:00January 8th, 2023|General Counsel|

In deciding whether to engage in intellectual property (IP) and technology licensing transactions, many companies overlook antitrust considerations. However, certain IP transactions and conduct can run afoul of federal antitrust laws. As an in-house lawyer, it is important to […]

Navigating the Disclosure Requirements of Current Reports on Form 8-K

2023-01-08T23:26:31+00:00January 8th, 2023|General Counsel|

Corporate lawyers working in-house at a public company are responsible for monitoring events that could trigger a requirement to file a Current Report on Form 8-K with the Securities and Exchange Commission (SEC). In-house counsel at public companies will […]

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