Stock price drops can be bad news for a company for a variety of reasons. Securities class action lawsuits, whereby investors sue a company for allegedly misrepresenting material information to them, are becoming an increasingly frequent occurrence. It is critical for a company's in-house legal team to understand the steps involved and strategies for defending a company faced with a securities class action lawsuit.
When directors and officers of a company are misbehaving, shareholders have ways to prevent further harm to the company. Shareholders may bring a shareholder derivative lawsuit, demonstrating that the company is being harmed as a result of mismanagement. Such lawsuits can be a major distraction for companies. In-house counsel should understand how to appropriately respond in the event of such a lawsuit, including guiding the board of directors to follow proper protocols.
Change-in-control severance arrangements help boards retain executive leadership through the uncertainty of a merger, balancing retention incentives with tax rules, disclosure obligations, and shareholder scrutiny.
Private equity leveraged buyout transactions otten attract news headlines, but the extensive process behind negotiating debt financing commitments for an acquisition is given relatively little attention. Debt financing comes from a number of different financing sources, which can include traditional banks as well as direct lenders. The key structural and economic terms in the commitment papers are the subject to lengthy negotiations and due diligence. This article provides an overview of the process and key terms.
Merger transactions involving a SPAC vehicle and a private target company have a mixed track record. Many of the post-merger companies have performed poorly. However, certain post-merger companies have experienced spectacular success. Oklo, a nuclear power company at the forefront of small modular reactor (SMR) technology, is one such example. While a multitude of factors have led to its post-merger success, one key factor was the strong alignment between Oklo's founders and the SPAC sponsor.
AST SpaceMobile is working to build a global cellular broadband network in space. As the space economy rapidly grows, AST SpaceMobile is well-positioned to capture significant market share.
Urban Outfitters is primarily in the business of selling clothing. Its rental business, Nuuly, is becoming an increasingly profitable component of Urban Outfitters overall success. One secret to Nuuly's success compared to incumbent players such as Rent the Runway has been making the cancellation process easier for customers. Allowing customers to easily pause their monthly rental subscriptions has resulted in a high retention rate of these customers down the road.
Transactions involving special purpose acquisition vehicles, or SPACs, are on the rise again. Once a SPAC entity goes public, it is required to combine with a privately held target company within 18-24 months of the SPAC IPO. Once a target company is identified, the parties enter into a business combination agreement. This article highlights the key provisions in the business combination agreement.
The quality of air in indoor spaces has real-world impacts on productivity, health, and business performance. Madison Air, a company that provides advanced air purification solutions, had the biggest IPO of 2026 so far. Data center facilities, manufacturing plants, schools, and residential complexes are just a few examples of the customers that rely on Madison Air's services.
Clinical biotechnology companies often operate with significant operating losses and need cash to fund continued research & development activities. When raising new capital from investors, the financing structure often includes pre-funded warrants. There are a number of reasons that issuing pre-funded warrants is advantageous for early-stage biotech companies and investors alike, as this article explores in more detail.
Health conscious consumers have been driving increased demand for energy drinks. Celsius, a leading energy drink maker, recently raised capital and has entered into distribution arrangements with PepsiCo. The collaboration aims to position both companies for growth in the energy drink market.
"Most favored nations" clauses protect contracting parties from unequal treatment relative to other parties. MFN clauses are prevalent in business contracts, international trade agreements, and lending arrangements. While intended to prevent discriminatory treatment, in some situations MFN clauses can be the subject of antitrust scrutiny.
Corporate bonds often include an optional redemption feature, which allows the corporate issuer to redeem some or all of the bonds portion to the maturity date. This article unpacks the typical characteristics of the optional redemption provision in an indenture, which is the main document governing the terms of the bonds.
Companies will go to great lengths to protect their brand value. Trademark infringement involves the similar use of a trademark in a manner likely to confuse or deceive consumers. Courts will consider a variety of factors in their analysis, as demonstrated by famous trademark infringement cases involving companies such as Louis Vuitton and Starbucks.
A debt exchange offer involves exchanging existing unregistered debt securities for newly issued debt securities. A company may pursue a debt exchange offer for a variety of reasons, including to lower interest rates on outstanding debt or to extend […]
Investors seeking out investment opportunities with a positive environmental impact may be interested in learning more about green bonds. Green bonds are similar to a traditional corporate bond issuance, except the use of proceeds from the offering are used […]
The massive boom in AI spending has fueled record demand for data center space. Companies are investing billions of dollars in data center infrastructure in an effort to keep up with AI processing loads. Many companies depend on external […]
A growing number of corporations are fleeing Delaware to reincorporate in Nevada and Texas, citing tax advantages and director protections. This post outlines the legal, governance, and strategic considerations companies face in moving domicile, and the implications for corporate law.
A growing number of corporations are fleeing Delaware to reincorporate in Nevada and Texas, citing tax advantages and director protections. This post outlines the legal, governance, and strategic considerations companies face in moving domicile, and the implications for corporate law.
Free cash flow (FCF) reveals how much cash a company retains after capital expenses. Learn about FCF calculations, SEC disclosure requirements, reconciliation tables, and metrics like FCF conversion and levered FCF, with examples from Reddit and 3M.